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010 41J86NWee28 BUCKLES48 BUCKLES GENERAL NOTES ON ROCKS FROM QUIRKE LAKE PROPERTY

In the accompanying reports on the individual sections the sectin the name of the rock as logged will be found following underlined near number. The true name for the rock will be found the end of each report. A number of points concerning the nomenclature require are to all special mention. The names given during logging which, intents accurate; with the exception of the quartzites greywacke with the exception of K2512, belong truly to the argillaceous group. This is caused by the presence of altered presupposes material as a matrix. The definition of greywacke feld that the rock consists of fragments of quartz, possibly is spar and of rock in an argillaceous matrix. Sub-greywacke present in a greywacke in which the argillaceous material is small amount. Sandstones and their metamorphic equivalents quartz or have no argillaceous matrix, the cement usually being members of rarely carbonate. The variation between the various K2523 can the series K2511, K2513, K25H, K2515, K2516, K2518, of quartz be seen to be essentially a variation in the ratio to matrix. grade The Huronian sediments have all suffered very low of recrys metamorphism, the degree being shown by the amount minerals tallization of the argillaceous material. The clay of the have gone over to sericite, the FeMg clastic fraction to see clay to chlorite© and in a few cases it is possible At no; ;. y incipient combination of the two to form new biotite. the biotite stage of metamorphism been attainedf^^fy^. point has © V- © ©""VjS.©^V © i"t"©(©"©-*©©i^S-- ~ r-© :- . j^X/r^V©i S" QMii ill : ^^i^^O'^^^^^*™ ,:' B ..l J ' ^i '-M . • -•.'•' - - ••.'.(••" V.TLv life f. \ m--tifyft". - 2 -

© Sf-:!-©?©.."1: © © ||; These rocks are remarkably free of introduced material and although ||5 many of them have been intensely deformed most of the minerals in l;; fractures could be derived from primary constituents. This is ;! especially true of the carbonates which are present in some of ?; the rocks and which in general have the tendancy to become mobile under stress. The pyrite which is fairly common has obviously recrystallized but its distribution does not suggest introduction but rather the recrystallization of some primary constituents. Other accessory minerals are notably absent. Of the Pre-Huronian rocks K2519 and K2520 are true andesites as logged. The granite, diorite and granodiorite are really all granites, admittedly of different character and degree of alteration, giving them a great differ3nce in appearance in hand specimen. It would be impossible to say how they are related. K2523 logged as granodiorite is a sediment of greywacke composition, and I would suggest that it is related to the Huronian sediments and not pre-Huronian as suggested.

K2506. DDH-Q309. Banded greywacke and argillite Coarse phase Approx. Calcite matrix jr© Quartz ;x: fragments V;, Plagioclase ^ r Pyrite in irregular patches

--•':**r-"'--. '.'. - '-. . ^ ' * •IfeS"-,'-,. -. '. Few graJ ns'sericite ;' Fine phase . Sericite 20# to Quartz and Feldspar #0?S to

Rock is banded coarse and fine more or less alternating. The fragments in the coarse are of silt size, angular and up to 1/10 mm. diameter, with quartz predominant and not over 10^ feldspar. No argillaceous material in matrix which consists of calcite. This phase is really only a silty limestone. Meta~ morphism has not been sufficiently intense to cause reaction between the constituents. The fine grained phase consists of a gradation between mainly sericite with a little fine silt to mainly fine silt with sorr.e interstitial sericite and is therefore a graded bedded silty argillite showing low grade met amor phi srri. There has been considerable contortion of the original bedding. Rock is a banded silty argillite and limestone.

K2507. DDH-Q309 Argillite probably a greywacke Approx. Cataclastic quartz grains Sericite Chlorite Calcite in veinlets and corroding quartz Few grains plagioclase

Rock consists of very badly mashed up (cataclastic) grains ;, of quartz up to 5 nun. diam. in a matrix of sericite and ©rchiorito;i-© © -r ©© © © "© .- :© ::- © - - ••''^••:.^- !\-.':-^l^^i:^'^l^i^^^^ - 4 -

The matrix shows signs of flowage, developing a mullion like structure-around, the quartz, and dragging broken fragments off the larger grains. The deformation has been particularly intense as it is unusual for quartz grains to be so considerably broken up when imbedded in such a soft matrix. Metamorphism is a low grade. Sufficient to cause sericite to form from the original argillaceous material but not advanced encugh to form biotite with the sericite and chlorite. The rock is a true greywacke, intensely deformed.

K2508. Banded limestone and argillite Approx. Cataclastic quartz Calcite Chlorite vSericite Small amount of biotite

The rock consists of badly mashed up quartz which was probably originally of sand size but has been reduced by deformation to a mush of cataclastic fragments in a carbonate matrix. The quartz is accompanied by chlorite and sericite showing flowage structure. In places there is a tendency to the formation of biotite in very small amount from some of the chlorite. The carbonate has obviously recrystallized which would be expected with deformation sufficient to brecciate the quartz. The chlorite and sericite have therefore been streaked out along with the quartz. The rock was probably a sandy limestone carrying a ,© : - 5 - small amount of argillaceous material in the matrix and during deformation the components have segregated. Rock is a highly deformed sandy limestone.

K2509 Banded limestone and calcite veinlet Approx. Calcite 90^ Quartz ) ) 10/0 Feldspar)

Rock consists wholly of fine grained calcite with a small amount of fine silty quartz and a few grains of plagioclase. The dark bands almost ur.detectable in thin section seem to be the result of a fine dusting of carbonaceous material. The rock appears to be ^.deformed. The v jinlvit consists mainly of calcite although there are a few grains of quartz up to l mm. in diameter. In places the walls have a lining of fine grained quartz. The quartz in the veinlet has been much corroded by the calcite and it looks somewhat as if it were originally a quartz veinlet replaced by calcite. The rock is a slightly silty limestone.

K2510. Granite boulder in pebble conglomerate. Granite Pebble composition: Approx: Quartz Fresh microcline Sericitized plagioclase about obligoclase-andesine - 6 -

Green biotite altering to chlorite Carbonate Few grains epidote, some zircon Pyrite and black opaque material

Coarse grained granitic, the plagioclase is badly sericitized, the microcline remarkably fresh. The quartz is strained and almost cataclastic. All the minerals are shot through with stringers of Carbonate with which the opaques are associated. The rock is a ^ranodiorite. Matric composition : Approx: Quartz 60fo Plagioclase (sericitized) Micrclinec. Chlorite and sericite Carbonate

The matrix consists of almost the same material as the pebble with the exception of biotite. The quartz and feldspar grains are quite coarse, of sand size, and of fairly uniform coarseness of grain (about l mm.}. All are well rounded to sub rounded. These are set in a matrix of sericite and chlorite with some carbonate replacing the matrix particularly at the borders of the pebble. The rock is a conglomerate with a sandy and argillaceous matric having a tendency cowards being arkosic. This might be s-vJ!?W? * j©lVX"y*--'' - 7 "

K2510 (Cont©d) called a coarse greywacke. Metamorphism has been low grade, still in chlorite stage as there is no sign of biotite in the matrix and possibly the chlorite in the pebble is retrograde. There is no sign of interchange of material between the pebble and matrix. Any apparent "reaction" rim around the pebble may probably be the coating of carbonate.

K2511. Quartzite, probably arkose or grit Approx. Quartz (slightly cataclastic) Microcline) Plagioclase ) Sericite and chlorite I 5fo Biotite

The rock looks rather like the matrix of K2510 and consists of coarse quartz grains with minor amounts of feldspar, all of which are still showing the original sedimentary roundness. The grains have been slightly deformed with a tendancy to the formation of cataclastic texture. The matrix is mainly a mixture of chlorite and sericite which are beginning to go over to biotite so that the metamorphism is slightly more advanced than in K2510. This shews also in the very slight reaction between the matrix and the quartz grains around the borders of the latter. The rock would properly be called sub greywacke (grit requires

^...... - 8 - angular grains) and does not have sufficient feldspar to be truly arkosic. Because of the presence of the argillaceous matrix and the lack of recrystallization of the quartz it is definitely not a true quartzite.

K2512. Fine grained white quartzite Approx. Quartz 95# Microcline) ) less than 5^ Plagioclase ) Sericite and chlorite very small amount

This is probably a phase of the same rock as K2511. It is almost wholly made up of grains of quartz with a few grains of feldspar of fairly uniform grain size about 2mm. diameter. There is a very little recrystallized argillaceous material, but insufficient to be significant. The grains have been cataclastically deformed so that although there has been no recrystallization of the quartz the rock has the appearance of a true quartzite. One could call the rock a cataclastically deformed sandstone but quartzite would be accurate enough within the definition of the term without splitting hairs.

K2513. Quartzite Approx. Quartz * 40# ;iv ' -' ./j". -* . * f|^. ' © . - 9 - ttv.: . . ;v Plagioclase slightly sericitized I . 15* .^v Microcline fresh 'S Sericite and chlorite ) •c . j 40?5 Biotite ) Pyrite Ankerite ? Limonite

The grains of quartz and feldspar are rounded to subangular and have been somewhat cataclastically deformed. These are set in a matric of sericite and chlorite which is in process of going over to biotite. This rock seems to be a more argillaceous phase of K2511 and K2512 having about the same grade of metamorphism even to the corrosion of the quartz grains by the matrix. One part of the specimen consists almost entirely of this argillaceous material with a small amount of silty quartz, and would suggest that you have interbanded argillites and greywackes. This rock is a greywacke. The small lenses of yellowish green material consist of streaks of chlorite, fine grained pyrite and limonite alteration from ankerite?. These have obviously been introduced and their dissemination through the rest of the rock gives its greenish colour. The rock is not obviously bedded and these streaks of introduced material are not following planes but even cut across some of the larger grains. They seem almost to have the appearance, in this respect, of stylolites. - 10 -

K2514. Pure Mississagi quartzite © Approx, Quart z 70^ Microcline) ) , I Plagioclase) Qft Sericite ) A little chlorite and biotite)

This rock© is identical with K2511; it is perhaps slightly finer grained, and there may be a little less chlorite which would account for its lighter colour. It consists of rounded to sub rounded grains of quartz and feldspar in an altered ar gillaceous matrix (metamorphism still low enough grade that the sericite and chlorite are showing only incipient recrystallization to biotite). The rock would be truly called a sub greywacke.

K2515 . Fine grained Mississagi quartzite Approx. Quartz Microcline ) ) less than Plagioclase ) Sericite ) ) 15 to A little chlorite and biotite)

This is almost identical with K2514 and although in hand specimen it appears to be finer grained this is due not to a finer average grain size but to there being fewer very coarse grains. The size of the majority of grains in both is about the same. This is also very much like K2511 but distinctly finer in grain. The grade of metamorphism is the same as in the other two and this is obviously a phase of the same rock. The rock is a sub greywacke because of the argillaceous matrix.

K2516* Mississagi greywacke Approx. Quartz Microcline ) ) Plagioclase } Chlorite more than Carbonate Sericite

This rock looks like a finer grained phase of K2515 which has suffered some brecciation and the introduction of carbonate. The original quartz -and feldspar fragments are more angular than in the K2531 to 2515 series, are finer grained. There is more chlorite which is in larger clots rather than as fine grained flakes in the matrix. The shearing shows up in a series of fine sub-parallel fractures which cut across both the clastic - O grains and matrix and which are filled with coarse sericite. chlorite and carbonate. This gives to the rock the beginnings | of a schistose texture. The carbonate has been obviously introduced as it is corroding the other minerals. rock is a sub greywacke. (There is materi -" *"or it to be a true , - 12 -

K2517. Interbanded greywacke and argillite. Approx Sericite) Chlorite) more than Quartz less than Pyrite few grains

A very fine grained argillaceous rock consisting mainly of sericite and chlorite - resulting from the low grade metamorphism of the original clay minerals. These are accompanied by a small amount of very fine silty quartz. The amount of quartz varies and although it is generally disseminated there are lenses parallel to the bedding in which the concentration becomes slightly higher. There are a few slightly larger quartz "eyes". A smrll fine grained quartz vein cuts across parallel to the bedding. The pyrite is finely disseminated and there are a few lens shaped aggregates of minute grains. The rock should really be called an argillite as there is insufficient quartz of coarse enough grain for it to be greywacke. K2518. "Banded" quartzite from beneath radioactive conglomerate Approx. Quart z Microcline ) Plagioclase^) 15* Sericite and chlorite Pyrite Monazite - 13 -

This phase of the Mississagi quartzite looks very much like a cataclastically brecciated version of K2511 consisting of coarse quartz and feldspar with a very small amount of recrystallized argillaceous matrix. The original sedimentary grains show in most cases rounded outlines but have suffered brecciation so that there are a number of angular fragments each of which has been rlightly rotated but which can obviously be fitted back together. The brecciation has gone- as far as stages b to c {see accompanying diagram). There is a band parallel to the bedding containing a concentration of pyrite and a mineral which seems to be monazite. This latter is in rounded grains and has the appearance of being of clastic origin. The rock is part way between sub .greywacke and quartzite. It still has an argillaceous matrix.

K2519 Andesite? Approx: Plagioclase {andesine Chlorite Epidote and zoisite Pyrite Magnetite small amount Carbonate

The rock shows t-.he typical texture of an intermediate lava flow. A meshwork of acid to intermediate plagioclase, ||p:; ; - 14 -

slightly porphyritic with interstitial chlorite epidote and zoisite taking the place of original pyoxene or amphibole. The opaque minerals are evenly disseminated and little can be said about the rock except that it is about as good and typical and andesite as you will find. The rock shows no sign of shearing or deformation.

K2520. Andesite Approx, Plagioclase (andesine Chlorite Epidote and zoisite Pyrite and magnetite Carbonate and quartz

This rock is essentially identical with K2519 being perhaps slightly finer grained but vyith all the characteristics of a normal slightly altered (chlorite, epidote, and zoisite altering from the normal FeMg minerals) andesite. This phase, however, seems to have l^en somewhat vesicular or amygdaloidal and the vesicles filled with quartz and carbonate having rims of chlorite and pyrite.

K2521. Basement rock; granite Plagioclase Quartz Hornblende © Chlorite and epidote

IBI - 15 -

Sericite Pyrite and pyrrhotite

The plagioclase is highly sericitized and too altered to determine accurately but it seems to be near albite. The rock is very coarse grained, with granitoid texture consisting of large crystals of plagioclase almost completely altered to sericite and epidote. The quarts is interstitial and strained. The hornblende is partly altered to chlorite which also forms much of the interstitial material. The rock seems in every way to be a normal, coarse, some-what altered Soda Granite, potash feldspar being entirely absent.

K2522. Diorite Approx. Quartz Perthitic microcline ) Plagioclase (oligoclase) ) Chlorite Sericite, carbonate, pyrite

The rock has typical coarse granitic texture, the feldspar being considerably sericitized. However, the microcl:! le may readily be identified and the plagioclase lies somewhere in the sodic oligoclase range. The original ferro-magnesian minerals have been entirely chlorrcized. There has been considerable introduction of carbonate. Thus the rock is now, except;for ^ ^Pthe :quartz,^;K-^,v:-©© an aggregate:-©©,. of sericite," carbonate:: and - 16 - in which ghosts of the original minerals may be seen. Nevertheless the rock may be identified as a normal granite

K2523. Granodiorite? Approx. Quartz Sericite) ) Chlorite) Pyrite and a little carbonate

The rock consists of quartz grains in a chlorite-sericite matrix. The original clastic nature of the quartz grains is apparent and the matrix i s typical of the argillaceous material in K250?. There are a number of slip or shear planes apparent in tht matrix indicating considerable deformation of the rock and this is borne out by the intense cataclastic brecciation of some of the quartz. The rock is without doubt a deformed sediment, of the composition of true greywacke and is closely allied in composition and nature to that of K2507. I would suggest that the two are fairly closely allied stratigraphically.

K2524. Granodiorite, probably hybrid Quartz Plagioclase- Chlorite and epidote Sericite, zoisite, and carbonate Pyrite . - 17 -

The plagioclase is almost completely converted to sericite and epiuote but is definitely at the sodic end. The original ferromagnesian have been chloritized and epidotized. There has been a very little carbonate introduced. Apart from quartz the rock is entirely an aggregate 0,-f alteration products. However, ©sufficient evidence is present to show that it is a true intrusive soda granite with no sign of hybrid nature. This rock in thin section is almost identical with K2521. The degree of alteration is, however, nore advanced; here the hornblende has been entirely chloritized while that in K2521 is only partly so. This and a slight difference in texture and degree of sericitization of the feldspars accounts for the apparent difference of the two rocks in hand specimen. Otherwise they are essentially the same.

K2525. Rhyolite? Approx. Sericite more 90# than Chlorite Quartz and pyrite

The rock consists almost entirely of fine sericite having a definite linear arrangement together with a small amount of chlorite both disseminated and in quartz. Evenly disseminated through this are fine silt sized eyes of quartz ^nd a fairly uniform dissemination of fine pyrite. - 18 -

There are no signs of ghosts of igneous rock textures and it seems to be fairly definite that the rock is of sedimentary origin. From the composition it would be classed as a slightly silty argillite,

K2526. Argillite Sericite Chlorite Quartz and Pyrite

This rock is identical in composition and appearance with K2525 with the exception that the chlorite tends to be a little more abundant and is concentrated in patches or lenses along slip or shear planes. The rock wculd be classed as a sheared chloritic argillite.

1027 BUCKLEMB BUCKLES 020

This Prospectus is f., /, a nd tinder no circumstances is lo be construed as. an o/erinf of thes© Debentures for salt in the V nited Slates of America or in the territories cr possessions thereof. NEW ISSI F 850,000,000 Rio Algom Mines Limited i, Incorporate;! under the laws of the Province of Ontario) Serial and Sinking Fund Debentures Series A, to be dated April l, 1963 88,000,000 5V©2?o Serial Debentures Series A maturing 82,000,000 on October l in each of the years 1965 to 1968 inclusive 842,000,000 53/4^ Sinking Fund Debentures Series A maturing on April l, 1983 Principal and semi-annual interest (April l and October 1) and premium, if any, to be payable in lawful money of Canada at any branch in Canada of the Canadian chartered banks (o be specified 'in these Debenture;;, at the holder's option. Serial Debentures will be issuahle as coupon Debentures rcgisterable as to -rinripal only in denominations of Si, (Kid and as fully registered Debentures in denominations of S l, 00(i and authori/ed multiples ilu-rcof. Sinking Fund Debentures will be issuable as coupon Debentures registerable as to principal only in denominations of S500 and S 1.000 and as fully registered Debentures in denominations of 8 1.00(1 arid authori/ed multiples thereof. Redemption Serial Debentures will be redeemable prior to maturity at the option of the Company in whole at any time or in part from time to time on not less than thirty days notice at the principal amount thereof plus accrued and i apaid interest to the date fixed for redemption plus a pre-'ium of l Vi of such principal amount to and including October 1. 1966 ;uid thereafter plus a premium of y2 f'f ' r',\ f'f such principal amount. No Serial Debenture of any maturity may bc redeemed unless all of the outstanding Serin] Debentures ol that maturity ;nul t-vcry l.-ttor m^intln- *}"-.t; ^".:tr'.ar'.'!ir.^ arc rcdcc;;',*.\i 01 mature on the same date. Sinking Fund Debentures will be redeemable, otherwise than out of sinking fund moneys and by the application under certain circumstances of the proceeds of the sale of certain assets, at the option of the Companv in whole at a r. y time or in part from time to time on not less than thirty days notice at the prin cipal amount thereof plus accrued and unpaid interest to the date fixed for redemption plus a premium of 5.75Vr of such principal amount to and including April l, 1064, thereafter such premium to decrease progressively JO ot l' , ...n April 2, 1064 and on each succeeding April 2 to and including April 2, 1981 and by .35 of l r| on April l , 1 9^', on and after which date the Sinking Fund Debentures will be redeemable without premium. The Sinking Fund Debentures will be redeemable out of sinking fund moneys and by the application under certain circumstances of the proceeds of the sale of certain assets on not less than thirty days notice at the principal amount thereof plus; accrued and unpaid interest to the date fixed for redemption. Notwithstanding the foregoing, no Serial Debenture or Sinking Fund Debenture shall be redeemed on or before April ), 1975 as pnrt of a refunding or anticipated refunding operation by the application, directly or indirectly, of money borrowed in connection with such operation having an interest cost to the Companv of less than 6.10'', per annum and no Sinking Fund Debenture will be redeemed, otherwise '.han out of sinking fund moneys or by the application under certain circumstances of the proceeds of the sale of certain assets, while any o, t'.ic Serial Debentures are outstanding unless all the outstanding Serial Deben tures are redeemed or mature on the same date. Sinking Fund The Company wiil covenant to pay to the Trustee, as a sinking f'ind for the Sinking Fund De bentures, amount* suflu"' -nt to reti/e (i) S500.000 principal amount of Sinking Fund Debentures on October l in each of the years 1965 to 1968, both inclusive, (ii) 52.000,000 principal amount of Sinking Fund Debentures on October l in each of the years 1969 to 1978. both inclusive, and (iii) S2, 500,000 principal amount of Sinking Fund Debentures on October l in each of the years 1979 to 1982, both in clusive. Further particulars; concerning the sinking fund ar- set forth in the subjoined statutory information.

Trustee: Canada Permanent Toronto General Trust Company

In the opinion of Counsel, these Debentures will be Investments in which the Canadian and British Insurance Companies Act state* thai com panics registered under Fart Ml thrreof may invest their funds without retorting to the provision* of subsection (4) of section 63 of said Act.

Tlie Serial Debentures are not available for public subscription. We ofTcr, as principals, the S42.000.000 principal amount of 5 J 4'/J Sinking Fund Debentures Series A if, as and when issued and received by us and subject to prior sale and subject to the appioval of all legal matters by Messrs. Fasken, Calvin, MacKenzie, \Villiston Si Swackhamer, Toronto, Ontario, on behalf of the Company and by Messrs. McCarthy & M cCarthy, Toronto, Ontario, on our behalf. PRICEi 98.53 ami accrued interest to yield approximately S.88% It is expected that Debentures in definitive form will be available for delivery on or about April 4,1963. No person is authorized by the Company or by us to give any information or to make any represen- tations, other than those contained in this Prospectus, in connection with the issue and sale of these Debenture*. If given or made, such information or representations cannot be relied upon as having been authorized by the Company or by us.

If y/ NOT TO BE REMOVED FROM P!ni Pit, :" THE OFFICE OF THE RESIDENT U MAY 20 1985 ||JV GEOLOGIST, ONT. DEPT. OF MINES STE. MARIE, 'i lie lollov,;!;^ iuioir.iaiii'U has !,ec;i .Mipphod by the IV-uieiii of Kio Alcorn Mines l.iniiied (the * Company) in cc.M-.eciion v. itli the t..:!e ut the securities oflered i '\ 'iiis Prospectus.

Tl l K COMPANY Hi'' Al;soii M;i, t.- !.-:i;iu-'i r- a con'.iiiin'ii, corpc ration iir,i!. - l.etteis Pat'Tt of Amalgamation dated June .M 1 , i*Wi, .,:.u.i(.l j i'[-ii.i;;l lo ilie la v. -. of ( Intario, .Til n j i i- - nt.- tile a'n.iuMinat ion ofier.ied as of ;l;al -L. t-- ol i. ; r ur.ii;iii;a cn.iMi'ie.-. i!" f!\ , Al^oin IVani;. -, M;;" r, Limited (Alcorn), Milliken Lake l -ranuim Mi:ie.- i.in-u.'d , M.iiikeii.i, N' -ulii-p.m I'laniiiin Mine- l.sniied i Norllispan), and Pronto Cran ium Mn.es l,i:i ''r,! 'I'rontn''. Alii'im, Milhkei., Noith-pan an l i i a'o.uc heroin. ifter collectively referred lo a^ the "j 'i, ,;, r- -. .j ( di::;i mie.-". li,-' * '- m; pa in operate.-. in mi": i mi lies a i id mills in the Blind Kiver area "l Oj-.t.uio .i. .J hull-, i.)nir;cts with Illdorado Mining ."..i Keliiiing Limited (Eldorado), a crown corporation, '.M v.ry.ly it \\iili cert tin specit'.cd amounts of l ,\( K. in t;i ii'.ium-bi- itin^ concentrates, the last dclivfi y o| w li ii ! i- M-liediili d l "r t K'tober 1''7 1. 'l 'hoe rnijtr.u t s are in on; fully dest lihed in this Prospectus under i tie h' 1 .!-'!;:;.; "t iovrrii'iifiit l r.tci'i 1 ') l'n!itrat- ',.i". !o il-. in. '.a:\inr niiui'.U', pix/pc? IH.-S, (In ('oinpau;, h. is oilier niinin^ interests and is euK'i in ex; 'lo. atitm ,.;:d de\ eluj 'iiK at. on its own MT :u partnership wiiii others, in projects in Canada, mainly in Ur.'.,"' : \ i ii,; ~i, t 1'];;;.;^) ,, Oiiohei1 . Ne'.v Hru::- A ick. Nov.-. ^-u'.i.i I..dit.idor, the Northwest Territories and tile Yukci'.'ii v Ton;;, any also lui?- projects in lise 1'iiitodSi itesand interests in South Africa.Northern Khixiesi.i a::il ^HII'MTII Klioilesia. !'!ictti\'e l !''. H ml. IT .'l, ] *)d2, t lie Company, tluun^li All. f SieeN t'ompaiiy l.imiietl wiiich is now a w l, i ''i-. K \\ M-' i - :;l.-:i!l 11 '.' o| l lie ( 'oiiiji t;iy, acquired su'^laul; i 'K .'l! l he asscls properly and i MI.^i ness of A;!.'.- Mi -.-Is I..':, -.i, a!! . -- !ni.;r j •ariiLiilai lv .se l forth in lliis !'i '] n (D:, ni.ili i the In- idinjj "Artjiiisiiion oi A --v,1 -, nl Ali M'-d- J. ii -.P i ted". Tii-? assets, property and Im-ii.'- ; :-.o .u-qnired now form a major division "f 'h-- ' iimp.':.-, '^ !'i!-i::--- ;. l Si" use o! jlie name "Atlas", 117.1 lin-r ssith the goodwill and tratle marks as-o. Mti'ii tl:en.'.* ,'ti, u'ii no cr n;i:!iied in the operation of tlie Coaipany's steel business. CAPITALIZATION -- Co!np.--:iy asat March J5, 196.^aflei ^ivin^' effect to ihe issue of the Serialuid : '!K^ A and iiie applicatio*1 ol the proceeds theicol as described under the '.* :i! lv .:-- 'oilusv.-;:

Fiuule.l Debt l -'e' - :-Mi..s (Note 1) .:: .".: Sei .i l i,!,,-! - ;.i - :-(!n^.\.| e( ), !,,!,,-i l, l'K,5iol'if,s. . .,. S S, OOli.DOO S 8,000, !.if A j s il l , l'*y.i . . . . S-j 2,0(;0,i|f)(j 5.12,000000

...... 1 2.000,000 sim. 10,61 2 , 1 32 s.hs. .i 1 -.i 1^ !.f:;ti:r.'- v ..!,'!, ;:ny bc oulstaiidiiifi nt any one lime is -Jip.liii- :: ^ t-i l;e v^-i ;..i ; li in tlie Trth't Indenture. :,.'p i-e Hi-ii !s are i- ,' ' ,rd pledge'! !o I'.ldor.ido as security for !f I :1 ii:e l omp.-n'. b-, l ! iorado as referred to in paragraph O of : i.uiosi. Bv lin-i.- term-, the Non-hili ; t--. t -Hearing Pcrformanre Bonds mature

No|i-.^. l!-- ("'.'".Di'iv !:.i- outntandii^: Series A Share Purchase Warrants entitling the holders f!:i ;p ; io ]'p;r .-. \.- S o.\:-^'; -ii.trcs at S.' .'.-'3 it'. S.) per shire ar.d Series B Share Puivliase W'-.rrants t;i'.: : :!i^ t 1!;..' In ; iei^. lin: i lo purchase 5(.',7ou sli. ires at S.'J..'.^ i,c '.m.nlian) per share, in each case on i-r l;t i'ore Oeci"ii':e:- ,i| , !')f,o. MINING PROPERTIES AND OPERATIONS 'I In- principal mining operaiionfi of the Company consist of i he production of uranium-bcar.ing con- conlr•.ltl•^ Iroiu iinrin.; an.J milling operations can ied on at its picpej ties in the Blind Kivcr area of Ontario. The Companv a.'s^ oper.".es a copper mine and mill in this area.

Uranium Operations j i, e ir.ii'i: . ;; l mill!:. c, of t :iOs by the Predecessor Companies commenced at the Pronto mine in the las; ijii MM '-i \ ©©^©\ ! iii!"\ved shortly thereafter by the O-iiike and Nordic mines of Alcorn, the Lacnpr, Pa;.--! . ad Spu ,-ii Aim: i.. ri mi'ics ol Northspaii and the Milliken mine. Marly in 1959 the Spanish A!,:'.I i Via mi;. c \\ a.- clor-oi. !: C0i;-.'i; i-;:' t d tin- deci^iou to stretv'h out t ho prodii'. liun and deliveries of UaOg as ncrmitled bv , 1 1.*1 i 'P^.UI, l .icitor ami Ouirke miiirs ivere t ln-u^i i:i l "o' i and the Panel mine was Close* l in 19C , >•• - i.!i:, H. ; . 'i:, 1; i\e in i'!i t in ird i)ii at i!i'- Noi'lu1 .md M :ll;!,i.n mines only. The decision in la t l'*'..? '." -iiiMci. "i. i deliveries of l V Vs even f-jrt'u'r will prniid,|\- necessitate in mid 1963 a substantial i- -j; '. :. L in p; i i ; ii"i, IMMI lit..- pii-M.-nt le\t l. Coiaprehei.r.! ve ; 'Mu'-; of several possible future production p'., i.-. . l! i.! v,:, . h a-e f.ip ible of yielding ouipiil in .-MV.-S n| (hit re(|ii!red to complete the- rout rait 8 tr'; . .i\i i.i I.. I...* under "' iovetiiiiieni l 'r., ilium ( 'onirat li-' , .ne nc.triiiK completion and it is expected ilia! a .iivisi.i!- v.i'l so- .n 1." made t)u whit'h pi in is deemed mo- 1 suitable for both short and long term |.tu.!.i. (ion ii-juiiea.c.ilN. Ailei natives; und'T conMdcratinn include die, closing of one of the two currently I.IJ',T..I; ..; iiiin*- a cutback in pioduction at both of these- miiso; or maintenance of operations ut both . Juisies li r a I'n It tcrmined period with a stockpiling; of linished concentrates or ore. li'.le^iatc J ;aii;in^ and milling facilities exist at the two operating mines. Kadi mill plant contains an .vid ie.uii cosuriitrator, iiicludinij crusliinjr, grinding, leaching, filteriiiii and other related c^iiipm^nt.': iu't':-^!!) lor t!. e production of UjO* coi uviii rates by a mcthotj involving sulphuric acid leaching, con-.1'/.'' .itioii by i he use oi inn exchange resins, and precipitation. Kach mill has drying and patWiging v iies to complete the preparation of VtOs concentrates for shipping in drums. --'.'. ;:x- C. " ' - ' 2 - ''' ;'v.;'";.- -© .:-'- shops, change house of the operating plants has service facilities by way of machine and repair Each Morcovei, each is equipped and lamp room, office and administration accommodation and warehouses. anc' each has appropriate fuel, lubricating oil and reagent storage with an assay office and laboratory; process each plant has i boiler house unit for steam heating, which also provides facilities. In addition, plants for emergency power in steam in leaching. Standby generating equipment is available at both event of failure of the main electrical supply. have, in accordance with At the non-operating Quirke and l'and mines, the underground workings to flood, after removal of all cables and other equipment, apart from good mining practice, been allowed Sufficient The mill buildings at both properties have been maintained in good condition. track and pipe. to permit the restoration of mill equipment lias be-on retained and "mothballed" for long term storage after a reasonable period of preparations for such reactivation. At the operations al either property ground equip down uranium properties, the mines have been similarly dealt with but above other closed of. ment considered surplus to foreseeable needs has been or will be disposed Uranium Ore Reserves on studies and below sets out the Company's estimate, as at January l, 1963, based The table as disclosed by underground reports made by its engineering stall, of proven ore and of probable ore development and by diamond drilling at its four principal properties. Probable Ore (3) as disclosed as disclosed by underground bv diamond drilling (5) Property Proven Ore (2) development (4) His. Ibs. Tons Tons UtOi Tons UtO* Ore Ore per ton Ore per ton ri.Y OPERATING URANIUM MINKS (1) . . . . 554,000 2.73 734,000 2.70 4,880,000 2.56 Nordic...... 2.34 Milliken...... 632,000 2.22 778,000 2.18 8,587,000 NON-Ol'KKATINC; I'KANH'M M INKS ...... ©J7-1.000 2.42 424,000 2.34 8,476,000 2.50 Panel...... 246,000 2.46 502,000 2.40 4,065,000 2.43 studies now in progress as (J) As indicated above, one of these mines may be shut dov in the near future as- a result of lo the most mitable overall production schedule. for mining developed by full exposure of the ore bed on at least three siclos and available (2) By "provenii ore" is meant ore permanent pillars. by stoping.. The figures in the tabulation include dilution based on experience, but exclude is greater than for proven ore, but as to (3) By "probable ore" is meant ore as to which the risk of failure of continuity which there is sufficient warrant for assuming continuity of the ore. ore underground development" is meant ore beyond the limits of the fully developed (4) By "probable ore as disclosed by continuity of the ore bed* which development headings and workings in the ore beds have proved the blocks, but as to of "probable ore". The figures in the tabu- and raised the status of the mineralization over the areas sot explored to. that. ... lation include dilution based on experience, but exclude permanent pillars. meant ore estimated on the basis of surface or underground diamond (5) By "probable ore as disclosed by diamond drilling" it under feet or less, coupled with geological information obtained in the course of drill holes having a spacing of 1,000 and within the con work. There is also included ore within 500 feet of iny underground exposure ground development by the categories of "proven ore" or "prob fines of the ore projections based on ecological information and not covered the estimates of "probable ore as disclosed by diamond drilling" able ore as disclosed by underground development". While of the of "probable ore as disclosed by underground development", the existence are less certain than the estimates of the mineralization a* Ix-en established with sufficient certainty to warrant reasonable classification former ore has adjustment for dilution. "probable ore". The figures in the tabulation for tonnage and grade arc without reserves at the currently operating uranium mines totalling approx The above tabulation indicates per ton, tons of proven and probable ore at an average grade of 2.42 pounds UsOg imately 16,165,000 at Quirke and Panel, which with a content of approximately 39,200,000 pounds of UsO* and reserves totalling approximately 14,200,000 tons of proven and probable ore at an are not currently operating, pounds of UsOg. grade of 2.47 pounds UsO8 per ton, with a content of approximately 35,000,000 average material at Quirke and Panel It is to be noted, however, that these existing tonnages of mineralized other closed down uranium properties not reflected in the tabulation) (as well as further tonnages at the are reserves only in the event that mining operations at the respective properties may be deemed ore by openings from the two recommenced, since such mineralized material cannot be economically mined In addition to the tonnages referred to above for the currently operating properties remaining in operation. be carried properties of the Company, it is believed that, if further exploration were to and non-operating uranium deposits of similar out on such properties, it is likely that there would be developed further character in the same strata and on extensions of the same channels. total quantity of UsOg remaining to be sold to Eldorado and At December 31, 1962 the approximate to below under to Preston Mines Limited under contractual arrangements with these companies referred s./'. Contracts" was 23,221,000 pounds, and of this quantity some :.t;--' the heading "Government Uranium pounds still to be 880,000 pounds had been produced and stockpiled, leaving approximately 22,341,000 At the average grade of the reserves at the currently operating produced to fulfil contract requirements. at these mines, uranium mines, this would be recoverable from some 10,500,000 tons of the reserves and normal recovery losses. The extent to which the remainder of the ore assuming Sty, mining dilution non-operating mines, at the currently operating uranium mines, as well as the balance of the ore at all of the during and after completion of deliveries under these contracts will depend can be mined at a profit will depend upon the upon the pruc which can be obtained for UsOs at that time. Such price, in turn, existing demand for the product in relation to the available supply. the heading "Government Uranium Contracts" assure the Company ' The contracts referred to under it is expected that of a continued market for uranium on a minimum operating basis until late 1971, when for sales of uranium. However, it is impossible to determine at this •there will be open market opportunities is made herein with i time the market for UaOg upon completion of these contracts and no representation to that matter. •."•m^^ ' ' *V '-i . f '-'- s - '"•^^ '.Mflafa Copper Operations On the cessation ol Ihe uranium operation at ihe Pronto was converted l o process mine m Apiil, 1900, the mill at (his property copper Irom the nearby Pater mine of menced in January, 3061. The estimated the Company. Copper operations com as disclosed ore reserves at the Pater properly, by underground development and as al December 31, 1962, J.78',' copper JUT diamond drilling consisted of 1,140,000 ton after pillar allowances and 15'7 dilution. tons of ore grading Tile Company plans (fi deepen the si. ' at this properly a further working level al 2,150 feel as a result 600 feet from the present bottom downward of . 'ling programme below the continuity of ore with *.omc imp' bottom level which indicated a reserves should '''"t in width and grade. The new enable the present mining rale to be facilities and present continued for the next four or five years. Interest in Palabora The Company owns 20.4"',',' of asset the outstanding shares of Palabora Moldings is about 02.''O',' of the outstanding shai Limited whose principal The Rio vs of I'alabora Miniiu: Company Limited Tinlo Mining Company of South Africa. (Palabora Mining). Climax Inc. also own Newmoni Mining Corporation and substantial interests in I'alabora Mining American Metal Limited. either dnectly or through Palabora Moldings The properties of Palabora Mining are loraied 'Tie.d invest!.; in north easiiin Transvaal in iiions ha\t- continued the existence South Africa. Kxiensive , i o ppi-r of appi"Min 'lelv ,?15 million w H Iiiii ope i. l ii l limits. A bulk sampling tons of ore averaging ih m a ye.ir conlirmed and pile plan l which was operated the results of the diamond drilling at the site for u oi l;, and pr!i\ i (led programme and experimental laboratory ba.-ic data for a commercial scale plan; l.'-is ol "iv daih . T,i" v. liii h is being d''*,igr"d for a capacity pioposed plan; will have l c.l pai i" of a;t'i i.- '. \pi. le if M),(l()(j shorl pins of blister copper ! in achieve lliis ••uipiit for ihe li'"' ii'in v,,!; i!, ji'vti! r; -' i ill.- l' - ..' "i live \ears of op,;! .iiion. Thereafter ui.tde o| i ; ie ore and tie.1 I'Tii.".. ;," i.';;. :--i"ii - - 1 '-- li O'l-. used. \'-;;'itiation-, -'e- ."'lil.•I'iiini 1'. ! i'iVt'1!.!^(oven.!,, a subs).s'.ilisi - - j- are taking l " ' '' ill'm'i i t! P"i:p..i:- .;' f!.-! -he-lie blisteri'| i ' - : ' -.'- ' :' ''i ' l ''li:' ut : i.;i,;i, of tipper produclioa. In i, ol :.u. i, i, . i .td.11 h- e I'M',l 'M l M;n i -""'; - ; -li'-a •" i- ! 110:1i lo: i ciconcriji; i i r ' i .i II ,' r^el ije \\ ill be produced. (' l ©,© l ;; li i r. j ( 0||, .. ' r 'l! 1 'i 1 " w liii h 'a :. i -e . -,; i . f i , ,,.; t; iie h"',\t.;\er teipiitv further l'a! , ; -,. ,. -. li .i::,; piopirtvpiopri inlo : : ' i '. ; o| iini-i;!/,, l '.f comnien ia! pmduc- ii'-. 'n C'lnce;.! i t i' — o a m u i; © - I ' .VofM.iiiM i;, C |.'.i:ii.,n i m n i; e! a l ile product, i J :iece.v,,rv) limtls. vo t.i 1'."".:!* ,-ie a i ... , ' t pie-.eiil taking i iiie !oi:. let H 'ile*; vOi.M.u'l place V.ith in\e . -a J . vllijsl, •' ; " ©. -- !'i ",.!::il.';i. . - iiM i ii i"'i lion ol the copper - ; i'i "•-.:| ihlrre* ! ii ' ::'' I'aiaboiat'alaboi. '•r!'i-,-' .'- 1 ;;, ildi ,r| .vv^OC.niii project it will be necessary arid m .-i ':'i MI the ' 'i - - v ' , i e~pet : 'o ; (K- - - Lap',.-: iaii\ n iy bc iv.(in'rcd to ion n\ \ \\\ . \ , M l-l f .

COVKR.VMKNT l KAMl'M C.'O.NTJtACTS .'. ei.- eiiteie-l info by en h of |'H- Pivdei cssor Companies r •i Company agreed lo at different dales i sell, and KM -i.ido a ..reed lo pun hase, .(lily rale, cor-ivnir.ile* aggregating by a stipulated aa .-.'.lee'l number o,' pounds Mr.M!, ..ir option of I .-(Os. uas ^rallied to Kldora-.lo to i.-\iend ;,: i ! .; f -i * o! i ' U bel H een the contract and to purchase the date of t erin i Hat i'm 'i! each contract ;- vi' -ri i, c , vfci-cd (-ii and l )ccembcr .^1, J 066. or before Maicli.il, l Vol. llnue\ i:, : ihe l 'i i -iecrsMir C ompaiiie-, on November 6, 10.50, Kldorado thai the option- .*."iild not be exenised, - ' n v\ i i it li i lie remaining con 11 ac and announced A l deliveries coni .' he si re t c lied out lo 11 . - 'l . ' i.-! No\ c ir her .10,1966. dependent upon t heir an'.alga m a l ion, lo a la'u ' 'i. l'i edeccssor ('omp.anies, as of April agiei-ment with Kidor.ido which entitled l, .'r M-I p. 'j'.M.c^e the Company to deliver lo Kldorado of each Predecessor Ci iiipanv .r.'.' ihe ild hne been lo icceivc payment therefor in the received by the Predecessor Companies. ui\a::;a K This agreement enabled e of the stretch-out provisions roaiouni the :.n:i- ! '.a a rrduu:;g e- 1 by Kldorado, and provided for basa:, until No\'ember &I. 1 000. - :-' '::!i i d.ile, cash In lespeci of deliveries deferred advance.1* ol 52..Ml per pound were '.i lie l mied Slates provided for ali pounds ulti- .Atomic Kncigy ComH""iir) il'S.AI-.'C} P'.I.T'' ui'ie pro\ ided and advances of either for j*inii|ar pounds de.-:ii:eij for l KA) \ ( , the anioijfil the I'niled Kingdom Atomic of the advance •lepeiulmg upon ;u try I. I'/O.i. whether such pounds were - *'ompaiU' fiiteietl into a (miller a;. a.avrmenl will) l-.ldt/rado for t|- "i l ,|(K, desijiii'd for ih',1 the sale of b.i l 'niied K'a i.. !oiu A tom i'- Kii'-rgy Author! l l )eli velie-, \\e('' p) be made floia lv, at a l Jet f iiber. l'".O lo J.iiiU.'irj', 1070. i*- *Jiil 11 \ l i;s i l hi se deJiVi'i'.es coi.ii! This !ie i|. lei'i ed and set oil) (en li S applicable

l ;ie l omp siiv enleie-l iillo a i lil f le-: i-Hi'. 1 :,, uiih I'ldorado ('ihe • t New l!! 'l (loua-i ' aieii!- a!iii uliii li in effect defers i/e u It) !i uoiild, ll'l'ier l'a- pi ha S e i Me lo (he -ioa . of t lie previous agreements, l m!i.-'! K,!,,;'ii':]i Alomir l.'.e Authoiitv eat h . ('ipiitl.ii't provide*, m I 'M, I '.'o-l and the when lol sllbsiaijl i.r! .njr i)al cash adsance.s :e'! b\' the \e\\ Co.in.id in the periods Would oi li -i v, IM have been delivered. received and to be icccived by ihe Company under , i ri/ id "ii at ma! delivery the New Contract and the of the deiem-i poundage by deduction iimon'it of i adv.ri-v froai th 1 ' piin !ia.*e by Kldorado of deiivei;. prii e pa\ ab!' on -n. li delivery. ( h\ plans i,., - ol -IK li "ash advaiiics oul*.!aiidiiig t he basis of present at ra' h \ ear end is expected to be as follows; December 31, 106.?.. .. .S35,K50,.\SO S^ecember Jl.1%4..... 45,626.100 December 31, 1965...,. 38,235,032 December 31, 1966..... 29,462,500 , December 31, 1967..... 13,262,500 H December 31, 1968..... 2,125.000 ', M December 31, 1969..... 2,125,000 ^ . ^ December 31, 1970..,,. 932,846 , F October 31, 1971....,., ^ f'I nil , Repayment of the cash advances is secured by a pledge to Eldorado of Non-Interest-Bcaring Per formance Bonds secured by a first fixed and specific mortgage and charge on all the Company's mining properties and plant within a radius of 20 miles ol iV headframe of the NY.rdic mine. These Bonds are pledged lo Eldorado as cas-h advances arc received, and *. : ll be retired as cash advances arc repaid from the proceeds of deliveries. In addition to the foregoing agreements with Eldorado, ihc Company has entered into agreements with Kldorado, to which Preston A "mcs Limiu-d is a parly. The*c agreements were consequent upon t'.it amalgamation o!' Preston Kast Dome Mines, Limited and Stanleigh Uranium Mining Corporation Limited (Stanlcigh) to continue as one company under the name Preston Mines Limited (Preston). Under these agreements, among oilier things, the Company agreed to produce from its mines and to sell to Preston, at prices of S4.53 per pound for deliveries prior to April l, 1962, and S3,97 per pound for deliveries alter April l, 1962, sufficient poundage to ennhle Preston to complete the balance of deliveries under StanleigVs contract with Kklorado. The last deliveries to Preston are expected lo be made by the end of March, 1963. The prices payable by Preston to the Company are substantially less than liie prices payable to the Company under its own agreements with Kldorado. Remaining Contract Deliveries As at January l, 1963, and subject to final agreement as to weights and assays of previous deliveries, the Company has contracted under it? various agreements to deliver lo Kldorado and Keston the following approximate remaining poundages:

Undelivered Pounds of Destination Price Per Pound (1) To Preston 362,553 USAKC S3.97 (Can.) 82,080 UKAKA S5.97 (Can.) To Kldorado: original Algom contract 2,456,000 USAKC S8.00 (U.S.) original Northspan contract 1,124,580 UKAKA S10.80 (Can.) 2,011,972 USAKC l Lesser of S10.79 (Can.) or 3,179,157 UKAKA/ S8.00 (U.S.) plus S2.11 (Can.) original Milliken contract 1,255,258 USAKC 510.75 (Can.) 1,300,285 UKAKA S10.75 (Can.) 668,505 USAKC l Lesser of 810.74 (Can.) or 1,056,317 UK A KA f 88.00 (U.S.) plus 52.12 (Can.) original Pronto contract 394,081 USAKC 810.45 (Can.) 410,000 UKAKA 810.45 (Can.) 1,508,000 USAKC S8.00 (U.S.) August 29, 1962 contract 7,415,693 UKAKA 84.703 (Can.) * (1.) Prices payable by Kldorado are or may bc subject to various upward adjustment!' under the terms of the Novemlter .10, 1902 contract. EXPLORATION AND DEVELOPMENT Exploration and Management Organizations The entire exploration and development programme of the Company is carried out through Rio Tinto Canadian Kxploration Limited (Riocanex), a wholly owned subsidiary. Riocanex employs a per manent staff of approximately 35 including field personnel. In addition to its head office and laboratory facilities in Toronto, offices are maintained in Bathurst, New Brunswick and Vancouver, British Columbia. Riocanex owns a wide variety of equipment for conducting magnetometer, electromagnetic, induced polarization, self-potential and gravity surveys and for carrying out other geophysical and geological examinations. During 1962, an amount of approximately 8734,000 was expended by the Company on exploration work i'irried out by Riocancx. One of the more significant exploration projects currently being carried out is the examination of a prospective copper bearing property located along the boundary between Poirier and Joutel Townships in the Province of Quebec, appioxirnately 60 miles northwest of the town of Amos, in which the Company has a lOO'/c interest. The property consists of 22 claims totalling approximately 1,330 acres and was located in the spring of 1959. A drilling programme was started in August, 1959. By early 1963, 50 holes had been drilled for an aggregate footage of approximately 42,600 feet Work to date has indicated approximately one million tons of about 3','J copper. An underground investigation of the orebody will be undertaken. Engineering and Research The Company maintains a staff active in the field of engineering and research. Process investigations are carried out on a hboratory and small pilot plant scale directed towards improved methods of uranium recovery. Several patent applications have been filed on the more promising process innovations. \ During 1962 the Company with Rio Tinto Dow Limited (Rio Tinto Dow) carried on research activities ' on a pilot plant scale in connection with the upgrading of the standard uranium mill product into nuclear .pure compounds. Research is also being carried out on the conversion of ammonium diuranate into ceramic ;.. grade uranium dioxide such as la used in Canadian heavy water reactors. A National Research Council •K '."grant has been received for this latter project. •;;. The engineering staff of the Company has undertaken work abroad for the account of the parent fv'company, The Rio Tinto-Zinc Corporation Limited. During 1962 an engineering study and feasibility f evaluation was completed on several iron ore properties located in Brazil. An engineering and technical j./study was undertaken and completed to assist in the evaluation of nickel and copper developments in Southern Rhodcsia, In addition to the foregoing the Company's engineering staff assisted in the preparation of the basic engineering and cost estimates for the Palabora project. This included processing of data from the ''pilot plant, the development of open pit mining plans and the designing of the concentrator, smelter arid ^ i| related facilities for the project, r /:,v:'?iiii : :viSfPt Interests in C.ormin C.-anadUui Companies Tile Companv holds shares of Anglo-Kouyn Mines Limited f An^lo-Konyn) representing about 5L8''J; of the outstanding capital. Anglo-Uouyn holds a mining properly north of Lac La Kongc in Saskatchewan estimated to ha\e lescrves ol probable ore ol 2,577,000 tons at an average grade of 1,86',' copper and .02 ounce-, ol void alter 5' ,' diluii'Hi Al the present market price lor topper the pro'-pc* live prolil would appear IM l , hi.i nari'"", lo w iii'ini l he exjiendit tnes required In brin.; die plopiils inlii |ii odui l ion. l he Company .i!-o li'Id- about l.x.V ,' df the outstanding -hares uf (Hcamc Iron Ore of Canada L:mite i v)ceani( '. II ii,.ii a w !v )l!\--o \\ : '.e..l subsidiary, Oceanic holds a Special L.xploralion Licence, l l'"ri. i .i\'ri-in^ .iboui S ; T.I square ir'lc.- in Ndi'iliern Ouehec, \\.--i of I'n^ava Hay. - a !i;i'in.; !i i ve i. id i-.a 1 cd l a r y. e loan, i.,i s of a henefu i i' in. 1 tvpe di m.'e.; ne i ile M/ai.'ii. M-' a'ba .'.leal lestiiig i.a- deiiioi'-ar ated dial l,i.'i;- k'.rade pellet - can il.d'it 'M)' (' iii tin.' li.',i! M.igi.eiii ii.i': i i die t nide i di i.. Aldiouvji d:i-re is i.'ed.i tie m .innelite n.i'ierali/.a! 101, (-i..il.| i,e developed |df i large M .ile dpcia- •a cpei .a ion v ould be so la rv.1 ' l h 11 a project u| 11 i- m a.; in i tide w on Id not !red mar kef, T h ere i- no indie i li" "i ..! l K is t i me of sill h a niai !.el dr\ eh'ping. ov, a- ,, ,vl',' beneli* ial inle;est in (he issued lapilal of British Ni'W t'oundl.rad Cor- I'liiico, through aa as-oeialed COIMOIHV, 'I win l 1',di-- Powi-r Corpoiaiion e.M'i in :iM:iin^ companies in the \\abiish aiea M| l abrad-ir, and is completing inslalla- i-h will have i capaciu ol 2-10,mil) installed hoi.-e power. ;h a siihsidiaiy. llamillon Falls Power Corpoiaiion Limited, holds a Ol '-year lease on the r Hamilton Ki\er. Intensive engineering -Indies ol this river have led to the plan- piojcei l,Mown as the Channel Scheme which if completed would be capable of providing at a s' 1 :.-le -ile sever.d million horsepower of high load factor power al a progressively decreasing cost. KlTortS ("in.! i- iikei-. in; la; ge blot l;-; of power are continuing. L 1 -i.en. i!",r;e: a st.iini'HA agreement with the Government ol \c ..•fouiidl.md. was granted in 1953 a • n \' . 1 'oiio:- o:: extensive mineral, water power and w*'od|.iM(| concessions within the Province of N . v. l'-'.li.dialid i "i hiding I.ibr.ldor. i'-. 1 ' l i i: l o l '"-\. MI \\ liit-'n die Company lias a 50''J in t ore.-1. prod, a -e.- crude t hoi in m cake from waste ii j:i"'i.- l:.-m the Nordic mill. This production continued during l'Xi2 at a minimum economic operating ra:c anil -mall qu intiiie- ol thorium oxide were also produced. M.ukets for the end product* of thorium v.i;e i)^ .ppfi,.M; ^ dntii.^ l uo.? and prospects are for only modest growth in demand for thorium for its l -e-c;!! i. i;oi n-e-, w hi* h are .is nitrate for g.is mantels and as an alloy with magnesium. \P i"! 'r- ei j r - - '.-t ••-i-i-.f non-nui lear uses, which "lo not cons n;; i l i rv qe.ariities of the metal, thorium i : -- - ' - '- : ler I'-ie ;.. -iva: ial a-; iii alternative to uranium in certain rea. im s\ si ems t;,d, in particular, fast ' ;'* e,;e! f...., i,.; -.. l ;.e . , e;it u.ii l.av scale Use o| last breeder t e ' '- .i s appears prohal/le if full t)se is to be © " le © - © . 1!! ti.e l i It e;;e|.;s i | illMlHU©ll. i I lis IS I Klt eXpCCt"") I© l ^©Vi©l.ll deCa |es. OF ASSETS OF ATLAS STI-.KLS L1MITKI) :.-;-d M lo a-' agreement id)- 1 i'urch.ise A. i •vir.ep.t j d i: ( -d as i,; December 27, 1 062 1 Med Ai!i'- v. puisiiaat i- . \ li Ad i 5 so1,.! to Adis Slew's Con.'p.iny Limited 'the ' i..'- i '- ol business ,n ' ei'ei'.iber ,^!, l' ; 'J ill o! li.e . .-si i -. pi .petty and business l , .., d. e proi eeii . i'i ei ved since di -l d '.- i -M i in 1 i ' ei, ;... ,,' e 1- I-tilis i vi] iloycc 1 - : ;. ' .! :oa ut S ;-J, S? ' .S 'i l ,1'ld llle .i.- - ;j': : .i '"M b\ Ile Ne lv ( o" i j lall V of substail- i::..- i -' \ di- iiu i-ii'.iiu- I-'HS! Mor!,..u,e I5ie,.i- i.| .Vd.is ii. die ; nrcipal amount of •; e- . |.; , i.; -.ii l ci.i: j, i i,l XS 1.57.vN()4 was s H- -:,e ; \ .\ t in. i-.. MI- M \ d. i s of 711,11'K) shares '.' .c . . a -'ibor !, late.! pr ::ni .so: v 1.1 a e of t li. 'x- -. Co: i] i riv i:i l :',e prnu i pa! amount •i S'i-. : ."S.'-'j-l. l '!'!o\\,iii. ii.i, ii iMs.itMtoii die ("c'Dpany pnrcti.is, d from A'l s iO.ijii.^ sh-iris in the ing ail d 1 (ne ,-sill d rail o,r,-: ' i "..' h oe.-, i t d l;:".- Said |iloniis',ory •. . ' -' : i '; i ' - ''-i.r .-li ni S^L^TVSV. ni \\liicli ^ ; '.i 'fo.ooii u,,- botrtc.M l from a Canadian 1 V- :' i ir i die pnri'h.ise .jriCe l "l llle pi" .. i- -. -r;.' li-ile and li.e balance o! tile pur- -/.. e i, ir t '; ' .-o ,a-. r ;,oie and di" pu i c nase i u ire ioi d;.- -i i iles v. ,o pa ;d f i on) the geiii'rai funds a: .' ' i -i , .- i 'in , h i-,- Ai.ie ' '.en! l he Com p ti. v :.: c'-,' lo a.-sil me and he responsible - "' !; a!)i':lies lor i axes. 11 any i w hie li aa y 11 Mill l tom or ari-c out ut die > ale di.- Ni v, Co'.'p.nv ot the a,,s. is, jtroperty and Ini-i'ie -, above referred lo and die sale by All - t. 1 the ''i'!i;;ii'u ol die -aid sli.*;'es a.id the said promiv-ory note of the New Company and to i . !--"-!.ii.\ t"d - i\ . h irinle^- Adas trom ant) against all debts, obligations and liabilities (absolut'1 , con- 11: ve: s i i i id ie' \(. -t- b ut riiiiject to certain exceptions) of Atlas exisiing a i the date of the closing of the - .i-l - de- or .ii:-i! ^ OIK o! am act, default or omission of All.-s up lo the said dale. The Company also ^!i ir'.-.teed die obligations of the New Companv in respect of die First Mortgage Bonds of Atlas. Atlas a..;; ei -d in the Pun h a se Agreement i o take appropriate steps lo change its corporate name, A- i lesiili oi die loiegoing transactions the New Company is now a wholly owned subsidiary of the Ct,'i;pan\ Pi MI lo oi contemporaneously with the issue of the securities offered by this Prospectus the Companv will acquire all of the assets (except goodwill, trade marks and trade names and certain contracts .md an o mis receivable) of the New Company for a consideration to be satisfied by the payment in cash o! a sam siiit'ident to enable the New Companv to redeem the First Mortgage Bonds of Atlas and the balance by the reduction of the subordinated promissory note of the New Co\npany held by the Company. Alter the Company acquires the assets of the New Company, the N'cw Company will continue as a service companv and it or the Company will have in its employ all persons required for the conduct of the ' 'Ada-" basnesv The use of the name "Atlas" together with (he goodwill and trade marks associated therewith \\ill be continued in the operation of the business. The Company proposes to enter into an agreement with du New Company under which die New Companv will supply necessary services for the o|H'rali''ii of the steel division of the Company. OPERATIONS ACQUIRED FROM ATLAS STKELS LIMITED The Company's iievi. i'.cquiud steel business is primarily the production of specialty steel*. It is c0Ms;dcicd to be one of i he leading producers of specially steels in Canada and the Commonwealth. The principal phut is located on approximately 220 acres of land in die ' 'nuniy of Welland, Ontario. The b;:sic operations are the conv-Tsion of steel sera j) and alloy materials into a wide variety of mill products in- t'ltiding ! illcis, b ir-, sheets, strip and tubing, which arc utilized by independent purchasers in the fabrica tion *n' end product. Products are marketed in most parts of the woild. In November, 1961 construction of a new plant was commenced on approximately 42 acres of land owned at Tracy, Quebec, on the south shore of the Si, Lawrence River some forty miles downstream from Montreal. When completed, the new plant will be an integrated stainless steel sheet and strip mill. Products 'l he specialty steels produced can bc gioupcd into Jive main categories: st;.inless steels, machinery steels, tool and die f-tecls, mining and drill sin-Is and special purpose steels. Specialty steels are fashioned to customer requirements in some 16,000 combinations of si/e, shape finish and metallurgical property. Products are use! in numerous industries including the automotive, machine-tool, aircraft, railroad, mining* pulp and paper, clct trical, agi iciilturai, marine and construction industries. Since January, 1957, approximately 4T r ,' of the total specially steel output from the business has consisted oi stainless steels, approximately W, of machinery steels, approximately KV'y of tool and die steels, approximately 5' , of mining and drill steels, and approximately ,V; of special purpose steels. With the construction of '.he new mill at Tracy, Quebec, the production of stainless steels will assume increasing importance in the Company's ojierations. Stainless steel is sold primarily in the form of strip and sheet, bar and wire, plate, welded pipe and rough billet form. Stainless steel is used in products where resistance to corrosion or oxidation, good mechanical properties at high and low temperatures and attractive appearance are desired. Machiii"ry steel i and tool and die steels are used by purchasers in the manufacture of such items as bearings, crank shafts, gears, propeller shafts, axles, bolts, pins and springs. In order to meet the demand? of customers who do not require the minimum quantities which are economical in a regular mill processing operation, a group of ten steel grades have been tleveloped over the years which have been designed to cover a broad range of structural and mechanical applications. Plant and Equipment The plant located at Welland has ready access to railway, highway and seaway transportation and to hydro-electric power. The plant 'ind related buildings cover an aggregate of slightly more than 1,000,000 square feet, of which approximately 985,000 square feet are used directly for production. Melting facilities at the Welland plant consist of six electric arc furnaces and one electric induction furnace. Two of the electric arc furnaces have capacities of 50 tons, two of M) t ons, one of 10 tons, and one of 6 tons. In addition to the conventional ingot casting facilities, a continuous casting unit is operated which eliminates the conventional ingot stage and permits the direct casting of molten steel into slabs and billets with a resulting higher yield of saleable steel per ton melted. A vacuum degassing machine removes hydrogen and other gases from steel while in the molten form. Metal processed through the degassing unit lias fewer internal defects and ie. ( iiires less heat treatment in later stages of production. After casting, 'he steel is forced or hot rolled into bars, slabs or billets. The forging department is equipped with a 1.200 ton steam hydraulic press, a 12,000 pound forging hammer, and other forging hammers ranging in si/e from 750 pounds to 8,000 pounds. Hot rolling facilities include a blooming mill for rolling ingots into billets and a mill for rolling billets into bars a' l rods. A Scnd/imir hot planetary mill is used lo produce stair.lc^s steel strip in coil form up to 18 inches in width. The Scnd/imir hot planetary mill is capable of icdiirmg slabs 2 ' ^ inches thick into strips one-eighth of an iiu'h thick in a single pass through the mill. In addition, a sheet mill is w.-d for the production of stainless steel in si/es up to 60 inches by 144 inches \\ith a thickness down to IS ).auge. Kor the production of thinner stainless sheets or sheets weighing over 500 pounds the facilities of ( crl.iia l 'nited States companies are used for the conversion of billets, but it is anticipated that she new mill at Tracy, Quebec, will gradually eliminate the use of such outside converters. The Welland plant also contains two cold rolling mills which produce stainless steel strip in coil form in widths up to IS inches and ranging from .005 to .150 of an inch in thickness. In a bright annealing unit Stainless steel strips are heated in a hydrogen atmosphere resulting in a setter and more workable stainless Steel which may be fabricated by customers into such products as automotive and archiuctural trim. A modern machine shop contains facilities to machine forgings to customers' specifications and to service the mill equipment. Expansion at Tracy, Quebec Tracy, Quebec was chosen by Atlas as the site of the new integrated stainless steel sheet and strip mill referred to above because of the availability ot manpower, hydro-electric power, deep water shipping facilities and raw materials. Natural gas has since been made available in the are.i. The new mill will pro duce both strip and sheet in coil form in thicknesses from .005 of an inch to .250 of an inch and in widths up to 48 inches. The Tracy plant is to be completed in three independent stages, with the units of each stage capable of separate operation as completed. The first stage of construction includes cold rolling and finishing units and is scheduled for completion by mid 1963. The second stage, scheduled for completion in late 1963, includes the installation of a 60 ton electric arc melting furnace and a continuous casting machine. During the third stage of construction, a Send/imir hot planetary mill will be installed to produce coils of hot rolled strip, to be finished in the cold rolling and finishing units. It is estimated that the Tracy plant will cost approximately S44.000.000 when all three stages are completed of which approximately Si7,500,000 had been expended by January 31, 1963 and an addi- tional amount of approximately 56,600,000 had been committed by that date. The Company expects to generate sufficient cash in the norn.r' -"'irse of its business to defray these commitments and the balance of the cost of construction. Marketing . Products arc sold primarily to Canadian customers. However sales to other countries represented a 'significant proportion of the business of Atlas in recent years. Since January, 1959, approximately 73*^ of gross sales of Atlas were maoc in Canada, and approximately 27% in other countries. In 1961, sales were made by Atlas to more than 6.90C different customers. No single customer has accounted for more than 6% of gross dollar sales in any recent year. Marketing operations are carried out through two main divisions, the North American Division, responsible for distribution of products in Canada and the United States, and the International Division .responsible for distribution of products in the rest of the world. Marketing service departments have been established'' ' in both divisions for the purpose of expanding existing markets and developing new markets.' S;ik's in Canada nml the l luted Si a i '-s art1 made direi tlv, through certain commission adelite and through";! wholly owned sul^i.M.irv, AUoy Met.il S;d*-s Limited S.ilt-s- oiliii-^uiuJ warehouses arc tuainl.'iined cither directly 01 ihion^h Mih.-idi incs in Montreal, Toronto, l Ltnilton, \\indsor, \Viiiiii|)eg and Van couver. Supervision and ( onln.l o! .ill market ari ivity outside of ( '.mad.i and the I'nitcd Slates is directed by the I nternational Division through .i wh'-lk owned Swis-- Mibsidiary, Atlas Nicols S. A., with i ts head o! lice in Lausanne, Ihroii.jli .his st:!)sidiai y anil independent diMribnlois, products are marketed in 4 4 countries ihiouchinit li"' v.'fid. l lie experience in foreign cnanirii's indicates that the most effective n'elhod of developing a market is to est..l)lis!i a local warehouse \s'ith ar. inventory of products in conjiinrtion with n sales olhce. Such faciliilt - arc maintained .tt l.uton. Finland, at Koine, Milan and Naples in Italy, at Mexico City and at MeM/onrne, Australia. In the latter location limited manufacturing facilities exist, where hi^h speed and stainless l ar and wire arc piocessed from semi-linishcd materials supplied from the Welland plant. Certain Other I nterests Included in t h.- 's-v- ac quired from Atlas ir- a 34','t. interest in Usines Gilson S. A., a specialty steel jiKimif icturinv; company li x aicd in Belgium which produces a variety of high alloy products. The opera tions of l 'sines di'iMw S. A. nave irn been profitable and its most recent accounts available lo Atlas indicate it is still operating -t a lo-s. The original cost to Atlas of this investment was approximately ?2.1"ii.i)(!ii of u!, l 'i cl .nun .in.ii u.is .Mibsdi'ieiuly written oil bv Ail. i-. Tip 1 \e\\ ' 'ni:.;i.i!iv ."'-o .'.i -ji'iied from Atlas a 60'','- interest in Atlas Titanium Limited which occupies a ret VIM lv ci nisi f i i. ;--d buil'ii-i.; ..diaccni in the Welland plant, Its income is derived i'rom: (a) the salo of t i (anin m bai , wire, tubing, s! ire i and strip and the sale of c'-i tain /.irconinni alloys; (h) con ve. sion contracts; and U') '"search contracts Alias l it.uuKiii Umiied has rcrcniK' installed a consumable electrode vacuum arc melting furnace, with a capaciiv "l 11, (HH) |io:uids ut titanium or 19,000 polling o! s: eel per heal. This liirnace is used for the pioiiirloi p;:re iii.nrrm .-s well as special steels rt (j 'aired b\' the steel -iivision of the Company. Ki-i-e.ci ii is be i; iiduc Allan 'l ilaniiim Limited on /ire* m i tun alloys which are used as fuel element coiii.iU.ers in ti-r P.UI TS. In March, 1060, Atoiric I'.nervy of Cai.acla Limited, a jjoverinneiit r'/rp'T i t ion. eir'- i 1 1 ^c.nvh c-ir.tract \.-ith Atlas Tit an in 'u Limited lo develop new zirconium alloys wills hi,:i. n.e.'i; 't ii-s and other ;.lloys suitable (or use at hij;h ( em pera Mires. I'liis research if^rammc rii.i'. * I'lopi aent of the i conomic prodiiiti r ;n of iiiiclear pTver. In Si-pte:rber, '.''di nemt-nt was made by Alias with l lil id ust an Steel Limited, an Indian jjoveni- iiient enrporation, a herein \i!a; a^reei! !o make av.tilalile lo Ilinduslan Steel Limited for use in India Atlas tec linical ski!! and kiiov. -huw relatimj to the manufacture of certain specialty steels. In addition Atlas agreed to advise Hindustan Sti c-1 Limited with respect to equipment for and the operation of a new steel plan' rnder rons'.i IK '.ic.n !'\- l li:iui;-tan Steel Lnniied at I'ur^apar, iie.tr (.'alcnlta, and to train cert. .in Indian p.-rson:i'.'i !'T MU'I p! mi. ']'!:e .New I'nmpaiiN has assn ned (he obligations of Atlas i-nder this agreement. 'I ho New ( orip.iiiv a!-. i .n-ij.iii etl fio.n All. is a 60' r inleic'M in \l!a^ Send/imir Limited, which was foinx l to 'mid ard to develop ••ommeiciallv certain patents (ra inferred lo it by Mr. T. Send/in) ir relating to t'.'- production oi "i-Jad-iiii-t.ii s^rip^" in See.d/amir hot pi. met iry rullin,; mills. EARNINGS Rio Alcorn Mines Limited and Its Predecessor Companies Statement of Combined Consolidated Earnings for the Seven Years Ended December 3J, 1962 C' r. In, i-il ton- * r ij'l."i:cs1 f arr.li.gf Combined 'wi •K-itriTiviali.ui toruoli'ljitrd nml .in "t\tl4\i in. IVliffi i.nion farming i .'rri-*t vll M.d btfort Inlfr'd Intern1, Income Combined 1 i-".'.ii iltbt .ml tmnruotlon on fuhdi-d debt on fundrd uirt l S' ol r J ) ind liirnnif linn debt (N'iMf 7) pet rnrnin^i 1950...... ,. . . .. S 2.759,083 S 1,685,647 S 1,073,436 S 295,919 e ^ — S 777,517 1957...... ,. . . . 24,199,976 13,611,591 10,588,385 1,351,734 9,236,651 1958 ...... 42.503,292 31,938.998 10,564,294 4,579.648 — 5,984,646 1959 ...... 69,009,635 47,959,329 21,650,306 6,664,148 14,986,158 ...... 68,408,652 42.687,01! 25,721,641 4,166,243 197,411 21,357,087 1061...... 37.300.590 24,862,435 12,528,155 408,252 12,119,903 ...... :f),?l7,226 17.891.386 8.325.8-10 8,325.840 Kio Alcorn Mines Limited and Its Preiiecessor Companies and Alias Steels Limited Statement of Combined Consolidated Earnings for the Ton Years Ended December 31. 1962

Cu!i . ©.ul.li - 1 f 4iri.-k©^ ly^urr i r.tfii**! in f m .(.-J ilrlit Ur|ii'cl*tio;i liicon!!" nv* H id Minority nrnl ir.iiV'rily inlMMti lll'f'il l! Ifff (ll Combined i iiv ,; li '.i! Ion i:1 r^ininfti on fi. r'l -d Income Kin In raruiiifi ioni'.li'j*',rrt d. I'l fN'iil* 7l of mli'Minrii-j ffi riiinli.g^ - 3953...... S 2.S04.S89 S 778.804 S 2.076,085 S 371,321 S 847,000 s — S 857,764 1951...... 1.098,062 1,01)5,075 692,987 353,578 140,361 ~. 199,048 1955...... 5,475,140 1,219,346 4,255,794 336262 1,843,280 —. 2,076,252 1956...... 13.181.4SO 3,478.372 9,703.114 606,826 3,961,454 92,676 5,042,158 1957...... 32,427.143 15,575,795 '.6,851,348 1,600,560 2,933,468 179,046 12,138,274 1958...... 49,58",373 34,098,386 15,490,987 4,804,526 2,300,280 82,083 8,304,098 1959...... 78,623,121 49,774,454 28,848,667 6,859,149 3,709,476 8,586 18,271,456 1960...... 75,646,858 44,306,087 31,340,771 4,328,997 3,635,233 3,139 23,373,402 1961...... 46,351,796 25,895,135 20,456,661 429,406 3,990,080 (11,063) 16,048,238 1962...... 34,211,726 19,095,788 15,115,938 3,605(N,ut)3,758,050 8,557 11,345,726 The accompanying notes on the succeeding page arc an integral part of these statements and should *\|)C read in conjunction i herewith, ti ' ;^."'v .,- s NOTES TO STATEMENTS OF COMBINED CONSOLIDATED EARNINGS

1. BASIS OF CONSOLIDATION The statements of earnings include the accounts of all subsidiaries except wholly owned housing subsidiaries of Rio Alcorn Mines Limited (Rio Algom) which have not been consolidated in 1961 and 1962 because the investment is of doubtful value (see Note 3(b)). 2. PERIODS OF OPERATIONS Rio Algom is a continuing corporation under Letters Patent of Amalgamation dated June 30, 1960, granted pursuant to the laws of Ontario, and represents the amalgamation of Algom Uranium Mines Limited (Algom), Milliken Lake Uranium Mines Limited (Milliken), Northspan Uranium Mines Limited (Northspan), and Pronto Uranium Mines Limited (Pronto) collectively referred to as the "Predecessor Companies". The statements of earnings inch1 le *'ie results of operations from the following dates: Pronto January l, 1956 Algom January l, 1957 Milliken July l, 1958 Northspan July l, 1958 The earnings of Alloy Metal Sales Limited, a subsidiary of Atlas, have been included since July I, 1961, the date of acquisition.

3. DEPRECIATION AN!' AMORTIZATION (a) With respect to Rio Algom, the unamortized cost at July l, I960 of plant anrl equipment, mining properties, and pre- production and development expenditure, together with the cost of the right to deliver under sales contract purchased since that date and an estimate of capital expenditures to l*e incurred up to November 30, 1966 are being amortized on the basis of the total poundage of uranium oxide to bc delivered under (he Kldorado contracts (excluding the Eldorado- Urilish contract received in August, 1962). Prior to July l, 1960, the amortization base included neither the cost of the right to deliver nor mining properties nor an estimate of future capital expenditures. (b) Commencing with 1961, the net investment in Rio Algom's wholly owned housing subsidiaries, together with an estimate of future advances to be made, is Ix'ing amortized on the basis of the total poundage of uranium oxide to bc delivered under the Kldorado contracts (excluding the Kldorado-Hritish contract received in August, 1962) from January l, 1961 to the completion thereof. Prior to 1961, the accounts of the wholly owned housing subsidiaries were consolidated and the losses included in consolidated earnings. (c) In 1961 Atlas and one of it s Canadian subsidiaries that formerly used t he diminish! rig balance method of providing deprecia tion adopted the straight line method; the effect of this change was to increase the 1961 consolidated earnings by approximately (3(K),000, 4. DEVELOPMENT AND EXPLORATION PRojr-xis Exploration expenses are charged against earnings. Expenditures on development projects are carried forward as assets while the projects are considered to be of value to Rio Algom.

5. DEFERRED REVENTE Revenue from production of uranium concentrates has been recorded at applicable selling prices. In order to obtain an equitable matching of revenue against costs, revenue from production has been adjusted to average selling price under the uranium contracts (excluding the Kldorado-Hritish contract received in August, 1962) by transfer to or from the deferred revenue account. 6. SPECIAL ITEMS The folk,\irtg charges (credit) have been included in these statements of earnings: Rio Alioni Alias Strtls 1960 ~- Net premium on redemption of IxwJs ...... (1,025,816 S — Amalgamation expense ...... 378,385 — Allowance for the possible diminution in the value of an investment in an associated company...... — 1,000,000 1961 — Net premium on redemption of tionds ...... ,...... l 78,012 — Payment received under contract with Hindustan Steel Limited (500,000) 1902 ~ Expenditures on development project discontinued...... 1,000,000 Net profits on the I'isjwsal of fixed assets and investments of Atlas aggregating approximately (496,000 and tnc expenses in connection with the i*si:e and redemption of securities of Atlas totalling (134,104 have also been included. During 1962 interest on the First Mortgage Bonds of Atlas of (740,966 and amortization of bond discount and financing expenses of (13,438 IL-SS interest earned on short term bank deposits of (296,983 have l)ccn included in the cost of construction in progress at Tracy, Quebec. 7. INCOME TAXES (a) With respect to Rio Algom and except for the I960 income taxes ^f a predecessor company, no income taxes (other than Ontario mining taxes) nave been payable tacauso of exemptions and deductions permitted for tax purposes. (b) With respect to Atlas, income taxes in the tabulation have been based on depreciation recorded in the accounts. The actual taxes payable have been reduced by a net aggregate amount of (4,802,100 to December 31, 1962 as a result of claiming additional amounts of depreciation for income tax purpo.'-es, 8. FOREIGN SUDSIDIAKIES The revenues and expenses (other than depreciation) of foreign subsidiaries are stated in Canadian dollars at average rates in effect during the periods; depreciation is stated in Canadian dollars at rates in effect at dates of acquisition of the assets to which the depreciation applies.

;. AUDITORS' REPORT To the Directors ' Rio ALGOM MINES LIMITICD: . •, We have examined the accompanying statements of combined consolidated earnings of Rio Algom Mines Limited and it* i predecessor companies for the seven years ended December 31, 1962 and of combined consolidated earnings of Rio Algom Mines Limited and its predecessor companies and Atlas Steels Limited for the ten years ended Deccmtwr 31, 1962. Our examination included a general review of the accounting procedures of Rio Algom Mines Limited and its subsidiaries a"^ *"^ test* of accounting records and ot' Y supporting evidence at we considered necessary in the circumstances. The earnings of Atlas Steels Limited and its subsidiaries have been reported on by other auditors. : " ;,r' . Jn our opinion, which is based on our examination and the report of such other auditors, the accompanying statements of ' ' combined consolidated earnings, when read in conjunction with the notes appended thereto, present fairly the combined consolidated i •earnings of the companies for the period* covered, in accordance with generally accepted accounting principle* applied in all ,;i; wateml respect* on a consistent bail* throughout the period*. •Toronto, Canada, (Signed) COOPER BROTHER* A Co." " ' 19,1963, Chartered Accountant*,' INTEREST COVERAGE The average combined consolidated earnings of the Compiny and Atlas for the five years ended December 31. 1V62, calculated after allowance for minoiity intere-tis and provision for depreciation and amortization but before interesi on funded debt and income tnxe.s were equal to 7.7S times the maximum annual interest requirement* of S.2,X.S5,000 on all Debi-nlures to be outstanding upon completion of this financing. For the veai ended December 31, IVW, earning:, --n i ie s mie basis \verc equivalent lo 5.29 times such iutere--! requirements PUKPOSK OK 1SSUK Part of the |-!oci-id e to tl.e Compan\ Irom i fie sale 01' il,, Seii.il ,I:M| Sinking Fund Debentures Scries A will be iiM-d to retire a bud: loan of 530,000,000 inmiTed i' 1, l lie Company in connection with the transactions ile.-.^ribed under t ne he.-ding "AoniiMii') i "l Awls "' .\tl-is Steels Limited". The balance of such proceeds, t fv.i :hei \\,';i: -'iMii-ent oth-'i fnnd-ol the ( on, , .i,\ , v, di be ii'-ed to defrnv the cash por tion oi the pinch i-'- pri.e li' l-.- paid hv tlu- Com|).my on th'- p'nih.-1-.e of .n'M.'ts of the New Company, which \\ ill in tin:- be u-ed b\ i!;c New Company l^r tin n-deinpi it 11 oi t h-j S 20,000.000 principal amount of First Murifi.i^e i-iuad:* of Alia.-.. KKDl.MPTJON AND SINKING H.M) The Serial ;-.iid Mi.l.in^ l-'nnd Debentures Si-rie.-. A will be led '-mabie at tile option of the Company at tlie premium- .':, -l subicct to the restriction,-- referred toon the lust p ago of this Piospocciis. The Compar.' 1 ui'.i i oven;.i t in tiie Trust Indenture, herein liter referred to, to establish a sinking fund for the Sinking Fund Debentures Series A by paying ID the Trustee the amounts set out on t h o first page o: t'.n's Pic pi-cius. Further details concerning the sinking Kind -uv s1.:l forth in paragraph 1 2 of the subjoined statutory information. CERTAIN PROVISIONS OF THE TRUST INDENTURE Security The ,c S,0,'!i,iH,;i a x.i re.:,. le principal amount oi' 5J-;jj''' Si-rial Debentuies Series A thereinafter referred lo as the ".Vii.d l '^ l- L.me-." i and i l J.OOO.i'HO abrogate princij- d amo'int of 5?.'!'',' Sinking Fund Deben ture Siries A (hereinafter referred 10 as the "Sinking Fund Debentures") arc to be direct obligations of the Company .u i are lo bc is.Micd under and secured bv a Trust Indenture and a Trust Deed of Hypothec, Mort;; i^i: and i'!ed.x (hereinafter collectively referred to as the "Tins', Indenture") each to be dated as of Apr,l l, l'*f'-3 .md to be ei,tried into between the Company and C.inad;i Permanent Toronto General Trii-t (.Vmp.inv, a* Trust--e. The Serial l *ebenltires and the Sinking l-'iind Debentures (hereinafter collcc* (\\\ l v r ei erred t ) .i.- i he ".vries A Debenture--") are, in the opinion of counsel, t y be secured by a first float ing cLatve on the uv.-'ertaki .,. .md all property and assets of tV- I'oinpany in all jurisdictions in Canada in which ;he t'0:1:;,.,;,y r.ov. caine.- on iis operations, subject !" (i:-- exception of the last dav of the term of at.y l e.: s f or ... ••vim a' thcirior .md sijSject to the lirst fixed .od fpi'cific. morti;a^e nad charge created by the JVrfo; nj.oice Pond Indenture .securing the Performance Huiid-.. Additional Debentures The Trust Indenture will permit the issuance fiom lime to time, Mibject to certain restrictions as here in,ur r st t lor:!., of addition: d i J*.-bcnturcs 'hereinafter referred t'* as "Additional Debentures") thereunder v.ith'V,:: r.miriti'V! as to ,u;u-i;.itc principal amount, which Additional IK-bentm'.-s will rank equally and rate.il'!> with t!.-- Vri-:s A i x-be-.tures. *ove only as t-} sinking fund provisions applicable to different isfucs. '! h-.' prii.ejpal :. premium, il any, ,-r.d i.i;eie-t c-n such Ad idio, t' Debentures may be payable in such curienry or c'.i: letii-i" , a-- i.iay be deiermincd bv the Comrri^y at the lime of tlc; i.--a i c thereof. Provisions Rosj.-cctinj', Sale of Property Tl'.e Tri'st le ieniure w:!! contain provisions permitting lh(' ( ornpany or any Con 11 oiled .Company (as to bc deli'u-1 i i tl (. 'l nisi Indenture) to sell or otherwise dispose of any of its Fixod Assets (as to be defined in tlie Trust lix'ei.ture), except the Fixed Assets of the Company as an entirety ta substantially as an entiicty, or a::\' shtri-s oi .-tuck or indebtedness of a Controlled Company owned by or for the account oi the l om;\m\ -n MI li n.sl meutioi.ed Ci)iuroll(.*d Cotnpan 1 ', at such price and on such terms as the Coii.parv o: set h ('miituM' l {'ompany, :\s the case may be, may determine and without the consent of the 'I rust'c, p)o\;,!v-d iii.it il" :n anv calendar year the aggregate Net Proceeds fas to be defined in thft Trtis; lnde:'!nre'! ol ill -uch s des or disposals (other than s.de.% r,r di-.po-.als by ihc t'ompauy to a Con trolled Compai'.N' 'U bv a ('oiitri'liefl Company to the Companv or anotlier Controlled C.ompany) whither m.'.de by the Coai;-s:iy or a Controlled Companv shall exceed the sum of 85,000,000, the Company will \uth all iva-m.iihe dispat.-h submit particulars of all such sales or disposals made by the Company or a Coi'.Moll.'d Coriipi-.iv duii;i.^ sucii calendar \ear to the Trustee and will pay lo the Trustee an amount equal to such excess. The foregoing provisions shall not however apply to the abandonment, sale, transfer or oilier disposi;i-in by the t 'omp.iny or a Controlled Kxploration Company of any Kxploration Property or shires of stock or indebtedness of a Con t rolled Kxploration Companv. The Trust Indenture will provide that the Trustee shall, from time to time on t he application of l ho Conip-tny, pay over to the Company from the moneys deported \\ilh t he Trustee as aforesaid such amount s as shall be equal to ihccosl (us lo bc defin ed in the Trust Indenture) to the Company or a Controlled Company of Fixed Assels purchased by the Com p uiy or a Controlled Company since the date of the deposit of such moneys with the Trustee or the cost to the Companv or a Controlled Company, as the case may be, of the acquisition of debt securities or additional shares in the capital of a Controlled Company or of the acquisition of shares of any other company or corporation, if, after giving eflect to the acquisition of such shares, such company or corpora tion will' become a Controlled Company and the directors of the Company shall have determined that the acquisition of such debt securities or .shares is in tin' best interests of the Company, Any moneys so de posited with the Trustee which are not paid over lo the Companv within a period of 24 months after the clute'of deposit thereof with the Trustee shall bc applied by the Trustee to the redemption of Sinking Fund Debentures to the extent to be provided in the 'J rust Indenture, ut the principal amount thereof and accrued interest,to the date specified for redemption. fi '\ The Trust Indenture will also contain provisions permitting the Company or any Controlled Kxplora tion Company (as to bc defined in the Trus.t Indenture) to abandon, sell, transfer or otherwise dispose of ••anyany KxplorationExploration PropertyProper , fas to be defined in the Trust Indenture) or any or all shares of stock or ingebted* ness of ji Controlled Kxploration Company without the consent of the Trustee and without payment to the Trustee of the proceeds of any such talc, transfer or other disposition. ,, ^ The Trust Indenture will not restrict the ri^ht of a Controlled Company or a Controlled Exploratloni v: -, Company (except any Controlled Company or Controlled Kxploration Company which is a •ubsidjary lil - .^ S 10 . - " -•;' • ;:-fe! to be defined in the Trust Indenture) from hypothecating, mortgaging, pledging or charging any of its properties as security for any moneys, debts, liabilities, bonds, debentures or other obligation? of such Controlled Company or Controlled Kxploration Company. Covenants The Trust Indenture will contain covenants, among others, substantially to the effect that so long as any of the Scries A Debentures remain outstanding, 1. neither the Company nor any subsidiary will mortgage, hypothecate, charge, pledge or otherwise encumber any of its asr( !s to secure any moneys, debts, liabilities, bonds, debentures, notes or other obligations other than Debenture}- issued under the Trust Indenture unless M the same time it shall secure equally and r.itcably with such moneys, debts, liabilities, bonds, debentures, notes or other obligations ail t lie Debentures then outstanding; 2. the '"ompany will not issue .my Additional Debentures under the Trust Indenture or issue or become liable on any other funded obligations unless (a) the aver,;,;.; annual consolidated net earnings of the Company and its subsidiaries for the last llii'ee completed fiscal ve,ir.' next procedirig such is.-ue or next preceding the Company so becoming liable, as the case may bc, shall have been equal to at least four times the aggregate annual interest rv.miremcnts on all consolidated funded obligations of the Company and its subsidiaries to be outstanding immediately after sue h issue or immediately after the Company so becoming liable, as the cast; may b-;, and (b) the average annual consolidated adjusted net earnings of th n Company and its subsidiaries for the last three completed fiscal years next preceding such issue or next preceding the Company so becoming liable, as the case may be, s!;,ill have been equal to at least four tines the aggregate of (i) the amount of all interest required ;o be paid on all consolidated funded obligations of the ('ompany and its subsidiaries to be outstanding immediately after such issue or immediately after the Company so becoming liable, as the. case may be, during the 12 months next following such issue or next following the Company so becoming liable, as the case may be,

the amount of all mandatory prin. -pal repayments (whether by way of serial maturities, i;.;; lund payments or otherwise; required to be made in respect of such consolidated hiiidcd obligations during the said period of 12 months; 3. the Com pa'-.y will at all time,- from and after January l, l''MS maintain consolidated net current assets in an amount not lc-ss than 50'.,' of the aggregate principal amount ol all consolidated funded obliga tions of the Com;viny and its subsidiaries from time to time outstanding; 4. tlie Comp.iiiy will not in any of the yeai.s S963, 1964 and J965 declare or pay any dividends (other trpn iri shares in the capital of the Company) on any of its shares at any time outstanding in said yea i s in exces:- of SI.no per share in the aggregate in each of said years, provided that, if the Company shall on or bcuue December 31, 1965 subdivide its outstanding shares into a greater number or consolidate its outstanding shares into a lessor number of outstanding shares or pay or satisfy any dividend in shares in the capita! of the Company, the said amount of SI.00 per share shall be reduced or increased, as the case may be, lo such amount as shall bear the same proportion to Si.00 that the number of shares outstanding immediately prior to such subdivision, consolidation or stock divi dend bears to the number oi share.-, outstanding immediately after giving effect to such subdivision, consolidation or stork dividend; 5. the Company will not (a l from and after January l, I960 declare or pay any dividends (other than in shares in the capital of the Company! on any of its shares at any time outstanding, or (b) at an\ time redeem, reduce, purchase or otherwise pay off any of its shares at any time outstand ing (except out of the proceeds of .ut issue of shares made at any time after April l, 1963 and prior to or contemporaneously with any such redemption, reduction, purchase or payment) unless immediately after giving eficct to such action the consolidated net quick assets of the Company and its subsidiaries shall b': equal to at least (i) the amount required to bc paid during the period of 24 months next following the date of any such action by way of interest on all consolidated funded obligations of the Company and its subsidiaries outstanding at the time of any such action and the amount of all mandatory principal repayments (whether by way of serial maturities or sinking fund payments or otherwise) required lo bc made in respect of such consolidated funded obligations during the said period of 24 months or (ii) SI2,000,000, whichever is the lesser; 6. no Additional Debentures or other funded obligations of the Company or any subsidiary will be issued under the Trust Indenture or otherwise having a maturity date prior to April l, 1983 other than Debentures or other funded obligations maturing serially and in respect of which the require ments of clause 7 below are complied with; 7. the aggregate amount payable by way of serial maturities and/or mandatory sinking fund payments (which in the case of a sinking fund payment to retire a specified principal amount shall for the purposes of this clause 7 be deemed to be the principal amount so to be redeemed) in any year in respect of the funded obligations of any issue of the Company or any subsidiary shall not bear a higher ratio to the aggregate principal amount of the funded obligations of such issue than the ratio which the aggregate amount payable by way of serial maturities and/or mandatory sinking fund pay ments in such year in respect of the Series A Debentures bears to the maximum aggregate principal amount of Series A Debentures theretofore issued unless the aggregate principal amount payable by way of serial maturities and/or mandatory sinking fund payments in such year in respect of the Series A Debentures is increased to the extent necessary to insure that in such year such payments will bear the same ratio to the maximum aggregate principal amount of Series A Debentures thereto fore issued as the aggregate amount payable by way of serial maturities and/or mandatory sinking fund payments in such year in respect of the funded obligations of such issue is of the aggregate principal amount of the funded obligations of such issue; 8. the Company will not permit any subsidiary to issue, incur, assume or guarantee any funded obliga tions, except to or of the Company or to a trustee in support of a guarantee of indebtedness of the Company, provided that this covenant shall not apply to funded obligations issued by a company - or corporation and which are outstanding at the time such company or corporation becomes a subsidiary;

11 9. the Company will not sell or otherwise dispose of or permit any subsidiary to sell or otherwise dispose of (except to the Company or to a subsidiary of which such subsidiary is a subsidiary) by conveyance, transfer, lca.se or otherwise the assets and undertaking ol the Company or any subsidiary, as the case may be, as an entirety or substantially as an entirety; 10. the Company uill not issue any bonds or debentures under the Performance Bond Indenture other than Performance Bonds issued and to be issued and pledged to Kldorado Mining and Refining Limited or its successors or assigns as collateral security for advance payments made to the Company by Kldorado Mining and Kenning Company Limited or its successors or assigns pursuant lo any con tracts between the Company and Eldorado Mining and Refining Company Limited or its successors or assigns for the sale by the Company of uranium-bearing product and the Company will, when all Performance Bonds from lime to time outstanding have been surrendered to the Company or other wise retired, forthwith obtain a discharge of the Performance Bond Indenture and a release and reconveyance of the property mortgaged, pledged or charged thereunder. The foregoing clauses numbered l to 8 inclusive and the lloating charge to be contained in the Trust Indenture shall not apply to nor operate to prevent (a) ilie assuming or giving of purchase money mortgages or other purchase money liens on property acquired by i he Company or any subsidiary after April l, I'MJ up lo but not exceeding 66?;j'40 of the cost of the prop-.'rly so acquired, provided that any such purchase money mortgage or oilur purchase rnonev lien shall be limited lo the property so acquired, or (b) the acquiring by the Company or any subsidiary of property subject to any mortgage, lien, charge or encii 'ibramc ihereon at the lime of such acquisition, provided that such mortgage, lien, charge or encumbrance is limited lo the properly so acquired and was not created or placed thereon ir, connection with such acquisition, or (c) liie extension. renewal or refunding of any mortgage, lieu, charge or encumbrance permitted under sir* livi^ions ;.i1 and (,b) h'.-ivof to the extent ol the principal amount of the indebtedness secured lw ami owing under any such mortgage, lieii, charge or encumbrance .'it the time of such extension, rein sal or refunding, or (d) the security cieated tinder and pursuant to the Performance Bond Indenture, or (e) the Riving of security or the issuance or disposal of funded obligations by a subsidiary to secure* the Debentures, or (l) permitted encumbrances, or (g) the extension, renewal or refunding by an issue of funded obligations complying with the provis ions of clauses 6 and 7 by the Company of any funded obligations of the Company to the extent of the principal amount of such last mentioned funded obligations at the time of such extension, renewal or refunding or the extension, renewal or refunding by a subsidiary of any funded obliga tions of such subsidiary to the extent of the principal amount of such funded obligations at the lime of such extension, renewal or refunding, provided that such funded obligations were funded obligations of such subsidiary at the time it became a subsidiary, or (h) the securing of any funded obligations issued as permitted under subdivision (g) hereof in the same manner as the funded obligations extended, renewed or refunded were secured at the time of such extension, renewal or refunding, or (i) l he giving of security or securities (except on Fixed Asset s or shares in the capital of any Controlled Company) by the Company or any subsidiary to any bank or banks or to others in the ordinary course of business for - resent or future debts or liabilities of the Company or such subsidiary to such bank or banks -. others, provided that such debts or liabilities do not constitute funded obligations and any siicn security or securities may rank in priority to the said floating charge, or (j) the giving by the Company of guarantees of the funded obligations of others or of the due completion or observance by others of any obligations tillered into by such others, provided that if at i he lime th" Company proposes lo give any such guarantee the amount to be guaranteed under tie gnaianuv proposed lo be e.iven together with the amount guaranteed under all other guarantees at the lime outstanding shall exceed 510,000,000, the Company shall not give such guarantee unless the provisions of clause numbered 2 are complied with and provided further that no such guarantees shall be secured by any mortgage, hypothec, charge, pledge or other lien on the assets of the Company or any subsidiary. Definitions The Trust Indenture will contain defriitions, among others, substantially as follows: "Performance Bonds" means the N'on-Interest-Bearing Performance Bonds issued and to bc issued by the Company pursuant to the Performance Bond Indenture; "Performance Bond Indenture" means the Trust Indenture dated as of the 1st day of December, 1957 and made between N'orthspan Uranium Mines Limited and The Kustern Trust Company, as Trustee, as amended and supplemented by a F: rsl Supplemental Indenture dated as of the 1st day of April, I960, by a Second Supplemental Indenture made as of June 30, 1960, by a Third Supplemental Indenture made as of (he l .Mh day of March, 1961, by a Fourth Supplemental Indenture made as of the 19th day of April, 1961 and by a Fifth Supplemental Indenture made as of the 30lh day of November, 1962 and as the same may be further supplemented and amended from time to time; : ' , "current assets" means accounts and settlements receivable, bills and notes receivable and similar items receivable in the ordinary course of business (less such reserves for bad and doubtful debtt as the : ^ directors in their discretion with the approval of the Company's auditors may determine), cash on hand and in banks, deposit receipts and similar investments, bond* and obligations of or guaranteed by Canada or any Province of Canada and other investments (which term shall include bonds, debentures, debenture :,; stock, shares and obligations of incorporated companies other than those issued by the Company or any , Controlled Company) which are readily saleable a.-id which in accordance with generally accepted account- ' v- ing practice may properly be grouped as current assets taken at their quoted market value, prepaid interest, . •/';; \ insurance, municipal fixes and similar prepaid expenses of a current nature, uraniti , copper or other* - concentrates or similar products of mining operations, stock in tndc including all manufactured products of the Company and ils subsidiaries and materials and supplies necessary for the operation of the plants and/or :h,. m....i: r icturing of the products of the Company and its subsidiaries as regularly valued in the. audited financial st.i'ements of the Company and ils subsidiaries, rash surrender v hie of li f insurance policies payable lo the Company or its subsidiaries and such oilier assets as are usually regar is current by companies conducting a business similar to that of the Company aud/or its subsidiaries "current liabilities" meai." accounts payable, proper reserves for taxes (excluding any amount which shall have been set aside on the ij.ioks of '.he Company or its subsidiaries as a reserve against deferred tax liabilities payable in any future year), bank loan., ami overdralts, accrued interest and other liabilities required to be Healed as current in accordance with generally accepted accounting practice; provided that (i) no liabilities und'-r forward commitments of purchase related lo the current operations of the Company and/or its subsidiaries and (ii) no principal, premium, if any, or sinking fund instalments, if any, in respect of any funded obligations which may be owing, issued or guaranteed by the Company and/or its sub sidiaries or in respect of amounts owing by the Company lo Eldorado Mining and Refining Limited or its succe^sorsor assigns for advance payments made to the Company by ICIdorado Mining and Refining Limited or its successors or assigns under any contracts between the Company and Kldorado Mining and Refining Limited or its successors or assigns for the sale by the Company of uranium-bearing product and in respect of the Performance Bonds pledged as collateral for the due repayment of said advance payments shall be taken into account in determining the current liabilities; "consolidated net current assets" of the Company and its subsidiaries means the excess of current assets over current liabilities of the Company and all its subsidiaries arrived at on a consolidated basis in accordance with generally accepted accounting practice; provided always that in calculating consolidated net current assets due allowance shall bc made for the minority interest, if any, in any subsidiary; "quick assets" means accounts and settlements receivable, bills and notes receivable and similar items receivable in the ordinary course of business (less such reserves for bad and doubtful debts as the directors in their discretion with the approval of tt" Company's auditors may determine), cash on hand and in banks, deposit receipts and similar investmo-.is, bonds and obligations of or guaranteed by Canada or any Province of Canada, other investments (w 1 ich term shall include bonds, debentures, debenture stock, shares and obligations of incorporated com lanies other than those issued b)' the Company or any Controlled Com pany) which are readily saleabl - and which, in accordance with generally accepted accounting practice, may properly be grouped as curu.'t assets taken at their quoted market value and cash surrender value of life insurance policies payable to the Company or its subsidiaries; "consolidated net quick assets" of the Company and its subsidiaries means the excess of quick assets over current liabilities of the Company and all its subsidiaries arrived at on a consolidated basis in accordance with generally accepted accounting practice; provided always that in calculating consolidated net quick assets due allowance shall be made for the minority interest, if any, in any subsidiary; "consolidated net earnings" of the Company and its subsidiaries means all the gross earnings and income of the Company and all its subsidiaries from all sources less all administrative, selling and operating charges and expenses of every character and all fixed charges of the Company and all ils subsidiaries other than taxes on income and profits and interest on funded obligations (but excluding gains or losses on the disposal of investments and Fixed Assets; arrived at on a consolidated basis in accordance with generally accepted accounting practice. Without limiting the generality of the foregoing, operating charges and expenses shall include insurance, maintenance, repairs, renewals (except such expenditures for renewals as are chargeable to capital account in accordance with generally accepted accounting practice), rentals, licenses, taxes (including taxes payable under The Mining Tax Act of Ontario but not including taxes on income and profits), interest (other than interest on funded obligations), such reserves for bad and doubtful debts as the directors in their discretion with the approval of the Company's auditors may determine, exploration, prospecting and development expenses (except such part thereof as may have been capitalized with the approval of the Company's auditors) and such provisions for depreciation, depletion, amortization and other properly retirement (other than amortization of goodwill, patents or other intangible assets) as the directors in their discretion with the approval of the Company's auditors may determine. In determining consolidated net earnings, interest charges which will be eliminated or re duced by reason of the issuance of funded obligations shall bc disregarded or adjusted. Provided that the net earnings of any subsidiary for the purpose of this definition shall only include such part of the net earnings and income of such subsidiary calculated as aforesaid as under gener .illy accepted accounting practice is applicable to those shares of such subsidiary which arc held by the Company or any other subsidiary; "consolidated adjusted net earnings" means consolidated net earnings of the Company and its subsid iaries after adding back all amounts deducted in the computation of consolidated net earnings in respect of provisions for depreciation, depletion, amortization and other property retirement; "funded obligations" means any indebtedness the principal amount of which by its terms is not pay able on demand and matures more than 12 months after the date of the creation or issuance thereof and any liability (contingent or otherwise) in respect of (i) any guarantee by the Company of any such indebt edness of any person, linn or corporation other than a subsidiary and (ii) any guarantee by a subsidiary of any such indebtedness of any person, firm or corporation other than the Company or any other sub sidiary, but there shall not be included as funded obligations the advance payments made or to be made to the Company by Kldorado Mining and Refining I. : mi ted or its successors or assigns pursuant to any contracts between the Company and Kldorado Mining and Refining Limited or its successors or assigns for the sale by the Company of uranium bearing product and the principal amount of Performance Bonds pledged to Eldorado Mining and Refining Limited or its successors or assigns as collateral security lor tne due repayment of such advance payments; "consolidated funded obligations" of the Company and its subsidiaries means the aggregate amount of all funded obligations of the Company and all its subsidiaries arrived at on a consolidated basis in accordance with generally accepted accounting practice; provided always that in calculating consolidated funded obligations due allowance shall bc made (or the minority interest, if any, in any subsidiary; "subsidiary" means (a) Alloy Metal Sales Limited, Atlas Steels Company United, Atlas Titanium Limited and Atlas Sendzimir Limited, but only so long as more than 50*^ of the outstanding voting stock or snares of said companies are owned by or held for the Company and/or a subsidiary of the Company, 13 and (b) any other company or corporation of which more than 50f/^ of the outstanding voting^stock or shares arc for t hi- time being owned by or hdd for the Company and/or any subsidiary of the Company if, but only if, tin; directors of the Company by resolution determine that such company or corporation (.hall lie deemed to bc r. subsidiary of the Company .md only so long -is more than SO'.y of the outstanding voting slock or shares of Midi corporation or company .''.ri- ov, ii'-d by or held for the Company .nd/or a subsidiai y of the Company. Any such resolution sh.dl not U- re vocable and shall bc c.oiu.lusive ,uid binding upon all parties ir. intcn-si. "Voting stork or snares" af used in tlii 1 definition means f.'.ocl; or sh.ir*1 -; of any claps CIMA ing voiinj: right 1 - but r-hall not include1 sioi k or share:- pf any class carryiin. limited vo'mg rigiils or carrying votiiu; lights by rr.ison of ihr happening of any conliMjvncv whether or not such c mtiiix-'i'cy shall have happened ; "K.xploration JYopcrty" means any propeity whicli is held, whether by way of mining claim, lease, license of occupi-iion, partioination agreement or otherwise howsoever, for the pu^/use 01 conducting exploration activities ihercon .or the purpose of locating mineial bearing substances but a properly shall cease to be a i. r.x|'lo:-.uinn lYopeity fio wu as any mineral bearing substance has be''n located thereon in foiiinuTci.il (!u:.ntiiics :ui'' operations ar.' commenced for the construction of a mine or mill on the said i'roj.fity or 1. thr up. n \ .'( m ininv; of the mineral bearing tiiibbt.incc located thereon; "Cuatr',!lrd ( oiiip.iny" means any coi poiation or company more than 50f;v of the outstanding soling MOV,X o: ^:^l!••s of \\ li: h is ows'cd or runtrollod by or for the Company or is owned or controlled by or for a co;po:.1'.on oi ,( MJI m;- m"iv titan 5Ur,'i, of thr outstanding voting stock or shares of which is owned or coninOlrd by f.t fi r t he Co:n|i;iii\' and so on indefinitely or more than SO'/fi of the outstanding voting stock or sh.:!v- 01 uiii.,; i;, ownol or controlled bv or for any combination of tile Company and/or such other r": p'-rations and i ni:ipanirs. "Voting stock or shares" as used in this definition means stock or shares of any da^s c.up. in , v.niny; rights but shall not include stock or shares of any (lass carrying limited voting ri.'.hif "r carry i r..: votii).; lights by reason of the Impelling of any contingency whether fir not such Ci'lll iii. ;r:ii'y s!l.:i'. u i \ i1 ! i.i j 'J iriied I f "i'oiitrcilc-l I'Apl.'i.itioii Company" inc.ins a Controlled t ompany whose prindjial assets consist of an i.xjiior.itioi: 1'iuj cn\- or Kxploratiou I'roperties. "Fixed A^-^'!^" means lands, buildings, plant, machinery, c'jiiipmer.t and all other similar assets tri.Mti.-d as l!\ci! .^-r!- in .rvordance with geiu-'rally accepted accounting practice. 'l lie Trust l;i.!ei)tuu v ii! contain provisions ni.ikiiig binding upon all the holders of Debentures out si ,i:i:i::u; extr I'T'l-viry n'.-oluiioiiy p i^vd at nu\ lings of : uch h"l K-rs: hdd in accordance with .such pr^vs-ioii.- .Mi'1 ii.-in.mcii'.r: in writing Mailed b\ tin: holder:; ."! a specified majority of Debentures out- Mai.'li'i^. riNANCI M. STATi:MI.NTS 'I'lic fi'ii^i'ii.i.unl l .il.i'vc i-Iu'i-l and |*ro ftimia ointJi'lidaie.l bal me*- i-h-.-et ul t !" Compiny and its sn! -;i;i a \' coi;r . ' ir. ,'^ .t l V cf'nber .?i. IV62 together ui'h ii:e no'.e.s thereto an-i i'le report ihereor, of li.*' Mi-ii'.irs are ,-.'.' - 1 ':,'.'] RIO ALGOM MINES LIMITED AND ITS SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEET AND PRO FORMA CONSOLIDATED BALANCE SHEET AS AT DECEMBER 31, 1962 Assets Pro forma consolidated Consolidated balance sheet balance sheet (Note 1) CURRENT ASSETS: Cash...... ,...... ,...... t 1,117,748 f 550,049 Short term notes' — at cost ...... , ...... , ...... , , . . , . . . , ...... , . . 22,399,612 Marketable securities -- at ccxt (quoted market valin- 19,548,000) . , ...... 9,622,548 9,622,548 Shares of Atlas Steels Limited — at estimated liquidating value...... , . — 4,241,976 Settlements receivable...... ,...... , 1,767,457 1.767,457 Due from affiliated companies...... 582,098 582,098 Accounts receivable...... , ...... , . . . . 444,156 11,400,551 Income taxes recoverable ...... , . . . , ...... , ...... -~ 400,389 Inventories -- at the lower of cost or mark*:! . . . . , ...... — 24,061,061 Concentrates awaiting shipment — - at selling price...... 7,318,93.'. 7, 81 e-, 933 [J3^527S52 ^(/\*-J?,062 SHORT TERN HANK DKPOMTS held for now plant facilities - .it COM ...... , ...... _ ™_ _ ^.'l'.8'.^0 SHANKS IN AND Ai)v*;.vns 10 OTHER C'ourASii.s: Atlas Steel-, Limited — at cost...... , . . . 3,237,304 — Associated companies - at cost, less allowance (Note 5i...... , ...... 1,011 .414 2,171,181 Other winp.-inivi-- at n,,t...... , ...... 585,829 __ 585,829 ™4^347S47 2','757',OiO Vixr.it Assiiis (Notes 3 a IK! 4) Rio Algom Mines Limited ~- Huildinifs, plant and equipment — at cost less proceeds from disposals ...... 152,964,852 152.964,842 Less: Depieciation...... J23.421.106 J23.42J.106 29,543.736 29.543,736 Mining propci t its --- at cost {(5,760,400) le*.-, aninriirntion ...... 2,783,284 _ 2,783,284 ~3~2~327,020 ^J'2 "1 '0}**. Atlas Steels Company Limited — Buildings. plant and equi; ...lent, and construction in progress — at cost . . . . — 22,752,224 Less: Depredation...... ^— -•••-;.j-^ ~~ _21597,982" 1 ,154,242 Land — at cost ...... , ...... ,...... ~ __ _ 1,442,255 T '- - ^23,040,237 ^•A2.L??2 .JA'.^.My OTIIRK ASSETS: Supf)!ifs — at cost, lets provision for loss on dispos.il of surplus supplies...... 3,293,329 3,293,329 Prepaid expenses, debits, inortRapC!, receiviil)le, etc...... , ...... , . . . 61 1.138 1,900,81 1 ^reproduction, development and othrr costs — at cost, less amortization I'.N'ote 3) ...... 13,748,393 13,748,398 Hight to deliver under wles contract - - at coat, less amortization (Note 3; . . . , ...... 4,361.655 4,364,655 Ik-velopinent projects — at cost (Note 6)...... , ...... 5,127,925 5,127,925 I'naniortircd Iwnd discount and financing cxpt'-ise* (Note 1} . . . , ...... — 3,293,408 Goodwill and trade marks — at cost (Note l )...... — - lO.OuO.OOO Know-how, formulae and ?ontracts — at cost (Note 1 ). . . . , ...... — _ _ 9,168,355 ""27.145*445 ^50,896,881 5108.059,564 tM&WW Liabilities and Shareholders' Equity CURRENT LIAUII/TJES: Bank indebtedness...... l — t 2,889,950 Accounts payable and accrued liabilities...... 2,186,200 12,161,227 Due to afhliated company . . . . , ...... 56,250 56,250 Dividend* payable...... , ...... , ...... — 714.560 Provision for income and Ontario mining tasvs (Note 12)...... 1,131,029 _ 1,453,413 """3,37X479 17.275.400

ACCUMVLATKD TAX kKDUCTIONS APW.ICAHLE TO FlUl©WE YEARS...... ______?2 ©.©^? DErEkRED KEVKNUK (Note 7)...... , ...... ""4"2"o,000 ^^0^ ADVANCES os FUTURK DKI.IVI.RIKS or URANIUM Tu.vcFNTRAThs (.N'ote 8) ...... -2JL'fil^tt? ,^^'^l?jlt? LONG TERM DKHT (Note 9) Serial Delx-rilures Series A, 12,000,000 maturing annually on 0,.tober l, 1965 to 1968 inclusive ...... , . . , . , ...... , ...... , ...... — 8,000,000 S*4 17C Sinking Fund Debentures Series A maturing on April l, 1983...... , ...... — ^42.000,000 - 50,000,000 ; MINORITY SIIAKEHOU ERS' INTERESTS IN SUBSIDIARY COMPANIES...... , . , . . . , ...... — 592,62S - SHAREHOLDERS' EQUITY (Note 10) Capital itoclc — i. Authorized — 12,000,000 *hare* without par value Issued —10,612,132 .hare*..,...... ,...... ,...... 26.280,276 26.280.276 /; Contributed lurplui...... 19,381.472 19,381,472 ; Kctained earnings appropriated for development projecti ...... , ...... 5.000,000 5,000,000 Y Retained earning* unappropriated ...... , ...... 24,276,891 ^ 1108,059,564 1172,646,210 Approved on behalf of the Board:

(Signed) ROBERT H. WINTERS, Director (Signed) W. B, MALOXE, Director j&f'f^'f *. s V-1 'i."'-, ;j' . -- - Them accompanyinj:- - note* on page* 16 and 17 are an Integral part of the*e itatement* and •hould be read in conjunction therewith,' RIO ALGOM MINES LIMITED AND ITS SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED BALANCE SHEET AND PRO FORMA CONSOLIDATED BALANCE SHEET DECEMBER 31, 1962 1. PRO FORM* TRANSACTIONS The pro forma consolidated balance sheet as at December 31, 1962 K'ves effect as of that date 10: (a) The purchase by Atlas Steels Company Limitc'1 .ew Company), in accordance wilh an BR'*ement dated as of Dcccm- IKT 27, 1962 U'lvvccn Rio Alcorn Mines Limited (Uio Algoii)) and Atlas S'ecls Limited (Atlas;, of all the assets of Atlas and ali moneys which Alias may receive after December 31, 1962 u|K)ii the exercise of its then existing employee stock option*, to be katisficd by the assiimpticn of the liabilities of Atlas and the issue to Atlas of 70,000 shares of the New Company valued at }10.(KKl,ftCO and a (subordinated promissory nut e of the New Company for 514,573,864. The follow ing table. Mimmarirci; on a consolidated basis the assets purchased and the liabilities assumed in accordance with the allocation set or t in the agreement: Assets purchased — Current assets ...... '...... S.18,26.3,,677 Shott term liank deposits h<:l(l for new plant facilities. 3,I7N,,000 Shares in and advances to cither rompanios...... , . 1,1^9,,767 I'ixed .-ISM-IS (net)...... 23,040,,2.57 ...... 10,000,,000 Goodwill and trade maii.s...... ''..'75 K no .i hou, fei n MI lil e in id i out t act s . . . , , . . . . ,1 A' Other a-v!f...... 1,692,,50(1 |86,fi09,iMO Liabilities 'i"",imed --- 1 1, .W. rum-;)! liabilities.... . ''J, Ai rum,! ited 1. 1\ icd;i-. t 'i iulirc )ears , 100 . ."I,(V)0,,000 l-'if.-t i".i;ti:ai;r bnruls . ?'i? Mine rilv ^lariholiicr'.' i.i companes ,6?5 32,0,55,446

li i.i l lil i xciriM' ii\ i!iijilo\i es nf Atlas after i )ert inb'T *l, 1962 of .ill oi i In eniplosei1 stock option-, existing on December 31, 1"')2 in le-pcct of .MAS.S t.harcs of Alia* and the payment by At la, to the New Company of (007,570, the moneys thereby rivi i vert. (ci l be pnrchi'i' by Kio Algo;:i from Atlas ol a!l of the issued shares ,iini tliv promissory note of the New Company for ca-li ol So i, I7.i.SM, ri .u i "."i! nice witli the s.ud agreement. (*l) 'lin Nsue liv Km AVoui o!' S.V.IHO.OOO piin, ijial amount of S!-.';, Srii.ii Debenture; Series A a'ld (42,000,000 principal amount of .S'4 'J. Sinking l 11 ml l )e! ten t m t-s ."-eiies A for cash of (IS, 14 S,'.t l1 1. (e) 'l In- purii.ve o! Il.diiO -.hare* of Atlas after December 31, 19(-2 ai;d revaluation of the resulting 112,400 .-hares of Atlas hi-'.l l'\ Kin AL'om !n thiir i--limaied lirpii iitiri^; value of (J?.7 i pi-i MI.ire, and the applic-iiion of the resulting excess over the eos-t thereof to Kin Ai^om, amounting lo (600,765, against know-how, formulae and contracts. The director* of Atlas have inda.ite.i that a cash distribution ul about SJ7.74 jx-r share will bc made approximately 6 week*after February 28, I')ii3. (f) 'Mie ledeirptimi o, the I'iist Mortgage Bonds nf Alia* in the principal amount of |20,000,(KK) requiring a total cash i":ttav o! j2U,S.i'U75. e\i hiding accrm-d interest. fgi The provision of J'uO/MHi for the estimated co'ts and expenses of c.vrvinj: out the foregoing transactions, including (.'(lO.Of'O fur e\!*'!iM's n t-onneciion witli the debenture issue. In the pro forma consolidated balance sln'et (500,000 o( this aim itnt lias been elia'ged to know-how, (urmiilae and contracts, (hi I'liainnrii/iMl l"ind d': I'mint a:ul financing expenses of: l'naitioi!i;eii a.iioiinis incurred by Atlas...... ,...... ( 402,833 I'remium on rcdemplidn of Atlas Itonds...... , ...... 839,375 l expetiH". in cutmeciion with this issue...... , . , . .,. . ,.. 200,000 on ?.-ile of Series A Debentures...... , ...... , . , ...... 1.S51.200

l)A*|x di CuS^i .1 Hi O l' S' 'l !:e i •('iiw.lid.iti-d balanrv sheet and |iro for-na crioolidatcil balance sheet inrltide the accounts of all subsidiaries except

Thr- ae, ,. nut - of li, c v. Imllv-ownrd ho'i s!il,si-!iatii s which Save been consolidated because the investment is i.'' dun! lin) ' aim '-ei' N'.^te .''b);. 'l lie , tt Tutu ' nf ci-rfii.. partial l \--ow ne J it 1 1- idiary coi. i ponies, none of wliicli have had r.Tofits or losses since acquisition, ulinil h.ivr i 't l i VII l il!M,!id Hril liefall^e n! the l.ir^e irnuirity illli-rt-l' which cxi't. (Note O.) 'i In' iKViiiipr ,,; f.iii-i^n 'nli--iiliarirf in the pro form.", consolidated tiat.im.-u sheet are stated in Canadian dollars on the i.M-d .i"ii t- and related deprci'i.ition at e\ch;oi{:i r..ies in i iTei't at d^tes of aci|uisition; other asv-ts nnd 1 1 e- at DeiemU'r J), 1962. .t. Di I ui* Uith 'ct to Uio Al^uMi, the unamorlized cost at July t, I960 of plant and equipment, mining |(ro|x:rties, and pre- (•'I'-.luciuiti, di- 1. 1-li.ipmi ut and oil. '.r costs together with the cost ul the ri^ht to tlcliver under sales contract (Jiirchast-d sinrc that li.iteami a.. er tim;itu of capital exjwndi'urf* lobe incurred up to November W, 1966 are l^ing amort wcej on, ihe I..M-;!- of lin- 1' 'lal jxtiinda^e of uranium oxide to be delivered under the Eldorado contracts (excluding the Eldorado-Hritish uMiii.ni le* i'ii c"! in Au^u^t, JV62). id 1 li:i lintril in ini j,ri''!iii-iion, •levelopment and oilier co'-t* is an amount of |8S6,6I7 which is the un.tmorlized ro*t of the iii-i invi -rni' ut in .I'M adx.uios to the whollv-uwned housiii); Mibsidi.ii ii'-.. The liabilities and commitments of each (.f i h. -M eon. p i 'ii'i^ exceed the estimated reali?ulile value of their assets and accordiiiRly this asf^t is of doublftil value. 'Ihe net investment in (how ro'iijMni'v together with an estimate of future advances to IK* made is being amortized i DI the !.a-i^i'l t IK totiil (Mundane of uranium oxide (o IK' deli vi red under the Kldorado contracts (excluding the Hldorado- l.riti'li coiitrai't rn'i ived in August, 1962; from January l, 1961 to the completion thereof. Tin1 accumulated losses of such Mibsidi.irio lo Duem'.ier .11, 1962 cxa-ed the amount provided in the accounts therefor I-; Jl, SI l, 801. -l. NI;M l ACii.iiii.s A raill for the production of 48* wide stainless stet l strip and sheet is lw in^ constructed at T.*acy, (Quebec, Confctruction of tin--, faiili'irv will rvli nd o\i ra |K-riod of from tvotothree \ear*. 'l lie total co^l of the new plant i* estimated at t44, 000,000 ul which approximately f 16,000,000 has U'cn s|x'nt to DVCCIII!KT 31, 1 062 and is reflected in the pro forma consolidated balance'

SlIAHI S IN A^'lt AnVANCICS 10 OlIIKK COMI'AKII'.S Share*, in ami advance to other com panic* include* a net amount of Si,111,101 relating to a company which hat *uffcred Mibstamiat iosso siiuv the investment was made; in the absena- of any certainty as to the present value, thin net investment l-t carried at rost less nn amount of (1,000,000 which has been deducted as an ailowancu for possible diminution in it* valuy., ('J hi* liotc applied to the pro forma consolidated Uitance thcct only). i ^;; K Pf . All exploration i^pendittirc ha* Iwn written off, Expcndituren on development oroject* arc carried forward t* 'a wliilo tlic project* iirt? considerwl lo k- of value to Rio AlKoni. Included in the tost of development project* ii Rio Altom*! invest iiu;iil in lliret- p.irtially-ownetl ttilisidiary rompanien and certain nfl'iliated companies TncfC aweto were Includc-dTwith - - ':i Y otltftf iissct* purchased from The Rio Tinto Mining Company of Canada Limited and ito specific Allocation of ' 9*t ha* been -; . -.-. -..- ; - ] '^Mf 7. DEFERRED REVENUE Revenue from production of uranium concentrates has been recorded at applicable selling prices. In order to obtain an equitable matching of revenue against costs, revenue from production has been adjuster) to average selling price under the uranium contracts 'excluding the Eldorado-British contract received in August, 1962) by li msfer to or from the deferred revenue account, 8. ADVANCES o\ FCTI/RIC Diu.ivi.kir.s OK URANH/M COXCT.NIRATKS Of the advance payments of 520,.??",-146 accrued to December 31, 1962 on account of future deliveries of uranium con centrates, S2R,5M,.WK had been received from Kldotado Mining and Refining Limited and collaterally secured by the issue of S2S,5x1,0"" Non-Jntciest-lJcaring IVrforin.iipcc Honds due March 31, 1074. The Performance Hood* are secured bv a charp" on the uranium ri!-se t s of Rio .\lgom as rrfrrred to in paragraph 9 of the subjoined statutory information. As and when the delerred poundage is delivered, tlu'.se Horn's .-.ill Ur surrendered to Rio Algoiu. 9. Ix)NG TERM DEHT 'Die Serial I)el.x.'ntuns Series A "ml the Sinking Fund Debentures Series A are redeemable at the Company's option as referred to in p-ir.ig.~aph 12 of the subjoined statutory information. The Sinking Fund Debentures Series A are subject to sinking fund requirement under the Trust Indenture as referred to in the same paragraph.

10. SHAKEHOLE! KS' IvQL'lTV At December 31, 1962 there were common share purchase warrants outstanding entitling the holders of Series A Share Purchase \\arrants to purchase 302,589 shares of Rio Algoni at S22.23 (U.S.) per share and the holders of Series B Share Purchase Warrants to purchase 56,700 sharet. at S22.23 (Can.) j*cr share on or before December 31, 1966. The Trust Indenture pursuant to which the Serial and Sinking Fund Debentures Series A will be issued will restrict the paynr'nt of dividends as set out uiHer the heading "Certain Provisions of the Trust Indenture". 11. COMMITMENTS AND CONTINGENT LIAIULITIES (a) Rio Algom has entered inio an agreement to aajuire, and since December 31, 1962 Atlas Steels Company Limited ha* acquired, the assets of A11.-'* Steels Limited subject to its liabilities fo- the consideration set forth in the said agreement including a rash consideration of S54,573,864. ( This note applies to the consolidated balance sheet only). (b) Action.* h.ivr Ijcen commenced in the Supreme Court of Ontario by two builders against Rio Algom and certain of its linusinf subsidiaries and assx i;itoi cotnp.tni"*, in which claim* for damacres and extras have iieen made for alleged breaches of contracts relating to the construct ion of houses in Klliot Lake. The companies have taken the position that they have a good defence to these claim-.. 12. CoKi'OkAiioN INCOME TAXES liecause of exemptions and deductions jwmittei! for tax purposes, it is estimated that Rio Algom has no liability for income taxes for the year, except for Ontario mining taxes.

AUDITORS' REPORT To the Directors, Rio ALOOM MINKS LIMITED: U'e have examined the consolidated balance sheet and the pro forma consolidated balance sheet of Kio Algom Mines Limited and its subsidiarv companies as at December 31, l'J',2 pur examination included a general review of the accounting procedures and such tests o l" accounting records and other suji|)orting evidence as we considered necessary in the circumstances. In our opinion: (1) the accompanying consolidated balance sheet, w lien read in conjunction with the notes appended thereto, present* fairly the consolidated financial position of the companies as at December 31, 1962, (2) the accompanying pro forma consolidated balance sheet, when read in conjunction with the notes appended thereto, presents (airly the consolidated financial jwsition of the companies as at Deccmlx-r 31, 1962, after giving effect to the transaction* tct forth in Note l, in accordance witli generally accepted i.-counting principle:' Toronto, Canada. (Signed) COOPER BROTHERS A Co. March 19, 1963 Chartered Accountants.

17 ST A RTOR y INFORMATION

1. The full name rt' the ('mn;? my is Rio AL"iii Mines Limited (Jiciein referred to as tl.c "Company") and tile a-ldrrss c-1' iu he.:.l oil'', c j- .4.*S l',, i y Sticet, Toronto, Ontario. 2. 'Ill- 1 Company it; lin- co:i',im:iii,, mr pd'MlK - resulting from I'le amalgamation under the laws of the I'roviiHV of Uiii.irio bv I.rllers i'aiiii* of AID i.. .imalioii dated the, .Kith day of June, 1961; df AU'.oni Uranium Minis limited, MilliKe:i L'ii;c I'r.iiiiuni Minv.s Limited, Nortlispan Cranium Mines Limited ;MI.| i'r'-nto l'f.Hilum Mine-; Limited. Supplemental y Letters Patent da'ed the 15th di.y of l-'ebruary, 1903 wevc h--i!ci| se (ho ('u!v,p,uiy enlar^in^ if-' objects. 3. l he r.eiivr.il nature o! the business actually transacted by the Company is the mining nml Kale of l':.Ov in uranium-beating concentrates, the mining and sale of copper concentrates and exploring for and develop! ir.; numeral depo.-its. l.'pon the transfer to it of the .''sself., property and business hereinafter rt'erred to tlu' dmipanv will transact in addition lo the fore^oim; businesses the manufacture and sale of specialty stceU ii'i\v ir.u.saeii'd through its wholly-owned subsidiary Atlas Steels Compiny Limited. 4. Tin 1 names in lull, present occupations and home addresses of the officers and directors of the Com pany arc as follows: OFFICERS ROW.KT 11 KM v \VixTKKs. . . .. , .. .. .President...... ,... ,...... 431 Russell Hill Road, Toronto, Ontario. IhcNK'V GKOKCI: Pi: \'OI:M;...... ,F.xecutive Vicc-1'r^sident...... Tice Koatl, Ridjieville, Ontario. E.\vi J '.t KIM m- (in i ANni.KS...... Executive Vice-President...... ,. . .6 Kifeshire Road, Toronto, Ontario. WM.I.IAM HI-KNAHD MAKIM-:...... \'ice-President, l :inanre...... 108 ln^lewood Drive, Toronto, Ontario. HAK";V Sn M \'. i; ^ ( .\-...... , . .Trea-ui\r and Controlkr ...... 7 J)onaluij.'h Drive, Fonthill, Ontario, (".i.t'ici;: H\Ki i...... , ...... Se'Tvlary...... 540 Hlylhwooil Koad, Toroiiti*. Oniario. I ins M.D Ai l I.N M AfTAKi \\r...... Assistant Trcasntei ...... , . . . . . l 7 Lichen Place, I)on Mills, Onlaiio. Kl XM l li l )i'Ns ...... , . . Asrisla;:' T r* •;..-T,ier...... -10 AiTe l leinhts ( resfcnt, Sc.irl'oroi'Kh, Ontario. {.".iiKiKiN RA\'I[ i. J)i:vi^ . . . . , . . . . . Af-s:-tant Secretary...... 1 7 Lascelles Bouleuud, Toronto, Ontario. DIKF.CTOKS \\'u : I-\M As.-'iKi TI;I:K AKIM'' K! K. . . .Chnrtere.! Accountant...... ^ Chelsea Place,, Mon'ival, (Hiebec. Ili.NKV l NIK i/l N ...... I C.xeciit i ve, ...... 18 Clarendon Avenue, Toronto, Ontario. Wu i.) AM l li Mn H-.)f''K.. . ,. . .. , ,. . .One of I ler Majesty's Counsel, .. . . . k.K. No. l, J.hnvnsvicv, Ontario. Col,t AMI K CHIPMAN C.M vi\...... One of Her .M a jest y's Counsel...... 2.5 Kast bourne Avenue, Toronto, Ontario. Ili.Nia (li IM,' ; ' \ YnrNr...... l-"xecutive. . . , ...... , ...... Ticc Road, Rid^evilk', Ontario. JOHN' N i ut MA .ii.i.vrK D' xc.vv..... Kxecutive...... JCdenbrid^e House, KdenbridKe, Kent, England. Jiins1 CiAi.un UMI l-'.i i-DN . ,...... One of Her Majesty's Counsel...... 133 OuiivcKan Road, Toronto, Ontario. Fui niKicK C. i .tiv.'iN Cf.\KoiM-:K...... One of Her Majesty's Counsel...... 130 Old Forest Hiil Road, Toronto, Ontario, !'AI.I Hi KIM in (in t \v;u i^...... Professional Kngineer and (ieolo^isl .6 l-'ifesliire Road, Toronto, Ontario, SAM HAI.KIS. . . . , ...... Attorney-al-law...... H Kust 75th Street, New York, N.Y. SM.JI.K AIM.IAV HAVDJCN'...... One of Her Majesty's Counsel. ... , . 140 Heath Street West, Toronto, Ontario. ].o\ \~ A i MI I Ai'tiiMi...... l ',\i\ u tivc...... 7475 Churchill Road, Montreal, Quebec. WM.I.I \M Hi 'iiV.,1 H M \r ONI: ...... Chartered Ai'countant. , ...... , , . . 108 l tiglcwooii Drive, Toronto, Ontario. Li;o Mu:'i.!...... Invei-uncnt Hanker...... ,.. .. .2 Rcimer Road, Sc(irB(.lnlc, New York. FKANK I'I/IKO...... Investment Hanker...... 89 Galbraith Drivcf Princcton, New Jersey. . JOHN HIIAIIAM KiM.ivV...... , .Executive...... , .379 Wnlmcr Road, ; , Toronto; pnmrio, ' JOHN Ili-KiiiiKT SMITH. ..,...... Executive,....,...... 57 Old Forest Hill Road, : 3 Toronto, Ontario. , ^- WIIMAM Ai.FJdci) THOMAS. .,...... Executive..,....,.....,....,.,,..78 I^auKhlin Avcnuci ' Wdland, ' RONALD N/AKK C^NUFFIC TIJKNEK .., Banker....,.,...... ,.,,...,.,.., .3 The Grove, London, England, '•-•- ' •'' l8 - . "- ''• ROBERT HICNRY WINTKKS...... , . . . . Professional Engineer and Executive..431 Russell Hill Road, Toronto, Ontario. ROY WILLIAM WRIGHT...... Executive...... Meadow Farm House, Park Lane, Ashtcad, Surrey, England. 5. The auditors of the Company are Messrs. Cooper Brothers ci Co., 100 University Avenue, Toronto, Ontario. 6. (i) A registry and transfer agency for the shares of the Company is maintained by Canada Permanent Toronto General Trust Company, 253 Bay Street, Toronto, Ontario, 350 Notrc Dame Street West, Montreal, Ouebec, 2X3 Portage Avenue, Winnipeg, Manitoba, 315 Eighth Avenue West, Calgary, Alberta and 455 Granville Street, Yai.c.ouver, British Columbia, and by Canadian Bank oi ComnnM.e Trust Company, 20 Exchange Place, New York, New York; (ii) A registry and transfer agency for the outstanding Series A Share Purchase Warrants of the Companv is maintaim-d by Cai, idi.m Bank of Commerce Trust Companv, 20 Exchange Place, New York, New York; (iii) A registry and transfer agency for the outstanding Series B Share Purchase Warrants of the Company is maintained by Canada Permanent Toronto General Trust Company, 253 Bay Street, Toronto, Ontario; (iv) A registry and transfer agency for the Non-Interest-Bearing Performance Bonds and the Sevier. C Debentures of the Company, hereinafter relerred to, is maintained by The Eastern Trust Com pany, 61 Yonge Street, Toronto, Ontar.o; (v) A registry and transfer agency for the 5,'i'i Serial Debenture, Series A and the S :V,'| Sinking Fund Debc-n'.ures Series A of the Company, hereinafter referred to, will be maintained by Canada Perm,UK. it Toronto General Trust. Companv at 253 Bay Sircct, Toronto, Ontario, 350 Noire Du me .S t ree'. West, Mnntrvd, Oucbec, 2S3 Porta^' Avenue, Winnipeg. Manitoba, 315 Eighth Avenue Wesl, Calgary, Alberta and -J 55 Grain ille St reel, Vancouver, British ("olumbia. 7. ^ The authori/.ed share capital of the Company consists of 12,000,000 shares without par value, of which 10,612,132 shares have been issued and are outstanding as miry paid and non-assessable. 8. No shares in the capita! of the Companv arc being offered by this Prospectus. 9. The Company had outstanding on March 15, 1963 830,757,009 principal amount of Non-Interesl- Bearing Performance Bonds (hereinafter referred to as "Performance Bond.;") issued under and pursuant to a Trust Indenture dated as of the 1st dav o' December, 1957 and made between Northspan Uranium Mines Limited and The Eastern Trust Company, as Trustee, as amended and supplemented by a First Supplemental Indenture dated as of the 1st day of April, I960, by a Second Supplemental Indenture made as of June 3d, 1900, by a Third Supplemental Indenlup- made as of the 15th day of March, P/61, by a Fourth Supplemental Indenture made as o*' the 19th day of April, 1961 and by a Fif'h Supplemental Indenture m,.de as of the 30th day of November, 1962 t, t he s-.id Trust Indenture as so amended and supple mented being hereinafter referred to as the "Performance. Bond Indenture"). The P rfornvnce Bonds arc secured by a first fixed and specific mortgage and charge on (i) certain mining properties 01 the Company in the Blind River area of Ontario; 'ii) ;dl UyOs in urarium-bcar ing con -entrates from tir.ie to time produced by the Companv but not delivered to Eldorado Milling and Refining Limited (^hereinafter referred to as "Eldorado") under contracts between the Company and Eldorado, wherever such concen trates may be located; and (iii) all moveable plant, machinery, supplies 'ools aiu' equipment located from time to 'imc on the mining properties so mortgaged and charged. The firs- fixed and specific mortgage and charge of the Performance Bond Indenture is expressed to be applicable to all additional property, as defined in the Performance Bond Indenture, herealter acquired by the Company and situate within a radius of 20 miles from the head frame of the Company's Nordic mine. Additional Performance Bonds may be issued and pledged from time to time only to Eldorado or its successor or successors provided that the aggregate principal amount of Perform ice Bonds outstanding at any one time shall not exceed S60,000,00(). Performance Bonds have been issued and will be issued by the Company and pledged from time to time to Eldorado a? collateral security for the due repayment by the Company of non-interest-bearing cash advances made by Eldorado lo the Company on account of deliveries of U&Os in uranium-bearing concentrates which have b-en deferred under the contracts between the Company and Eldor.ido. As and when deliveries of deferred poundage are made the advmce payments in respect thereof are repaid by deduction by Eldorado of the amount thereof from the purchase price payable on such deliveries and Performance Bonds, in an appropriate principal amount, .re to bc surren dered to the Company for cancellation. The Performance Bonds by (heir terms mature on March 31, H74. Particulars of (he balances of such non-interest-bearing cash advances expected to be outstanding at each year 'Mid are given on page 4 of this Prospectus under the heading "Government Uranium Contracts". The Company also has outstanding 525,000,000 principal amount of WiVo Debentures, Series C (hereinafter referred to as "Series C Debentures") which were issued under ard pursuant to the Per formance Bond Indenture and which i.mk p.ui JMHSIJ with and are secured equally with the Performance Bonds. The Series C Debentures are pledged to a Canadian chartered bank to '.ccure .i loan to the C"ii- pany in the principal amount of S30,000,000 repayable- on demand. The said bm.k loan will be re-paid out of the proceeds of the Series A Debentures hereinafter referred to and the Series C Debentures pledged as collateral for such loan will bc redelr-e.red to the Company and cancelled, ar.d under the terms of the Performance Bond Indenture no Debentures may b': issued thereunder in substitution therefor, When the Series C Debentures are redelivered to the Company and cancelled, no Bonds or Debentures may bc issued under the Performance Bond indenture excqu Performance Bonds which may be pledged to Eldo;odo as above referred to. As stated in paragraph 20 of this statutory inf irmatiop, the Company hos guaranteed due repayment of First Mortgage Bonds of Atlas Steels Limited outstanding in the principal amount of S20,000,OQO which Bonds, however, will bc retired as stated in paragraph 14. The Performance Bonds pledged and to bc pledged to Eldorado will rank ahead of the securities offered by this Prospectus to the extent of the security provided for r,u- h Performance Bonds. '•'•['- ' . ' 19 - ' , V 10. N o sub^tanti.il nideliteilness (other than indebtedness wliidi may \ n- i ncurred in the ordinary course of business and the amount of which cannot be istimiied .,i the dale hrieof) is presently proposed or intended to 'K- 'Tr.i' d or a-.-ume l uhicii is noi .-lioun or rclerred to in the I'ro l''orma C'onsolidatcd Balanie Shci-t of the (V-mpany and it^ snl^idiar) companie:- ri^ ai HeceiiiLer .)1. 1962, forming |)irt of this l 'ri 's pec U i s Ivi-fen-ii- - - i - ;;i id i- to pai v..i 'a pi i 20 i 'l ilii^ sial u .01 ' information with i espec l lo i he liabil ities ' 'l Aila-i .MIT!.- l .i m i led t--mned by l he ( 'nmpany and the md'-miiil \ uiven b\' the ( On i pan y lo Atlas Steel.- Limit'-!. 11. T ('oi'ip.i: ii;.: Si:ries A Miare I'nrch.'se \\ .irr.nits entitling l lie holders (hereof to pure!).i . ;.t air time nn r before l)ec.embi.r .\], 1 9on, ^U.,',?"1 ') ^h.l|•e:: in tin capital ol the Company at a price o SJ-V (C. S/, j -r -'are. The (. dm:'. my a!'" ':a-i oiu-i,:; -.lini: Series H Share P'lrci'.isi U'arrants entitling the !"'idc^ liiiTroi to piirc;i.i-e. at .my limr on or liefi-n- l^.-.-i inber .'l, ! 1 '66, 56.700 shares in the capiia! (. i!i.' Coinp.inv u a price of S22.2.' (Cai.adia:)) p r share. I'xcept as- nforesaid no securities c f tin' Coiiip.up. .ite io\ci.d |i\- option? ouist, r.idin^ or propo-r i 10 he e.ivn by the ( o:,ipan\. 12. 'l"''t- Compai'v prop. -, . i.o issi!.- rmd -ill S-V .(HIU,00() jnim -ijiai amount of 5 ' '..' j Serial Debentures Series A thviei; i i ri son j. Mi-.-es ri f i r: i d to as t!:e "Serial l H-ben lures") and S4i?,o'j(f.OOO principal amount of 5V; Siiikii!.1 'cii'id ! Vit.'Mtiiics Scries A Cheri'in.'iftei soini-tinios referred to as the "Sinking Fund J.'ebentiMes"). l l:p Seri..! Pebeniure* and the Sinkii l-'mi-.l Pebenlijres nre liereiiiaVer coSkvtivoly relerr-'i; l o a- i ie "Sti:o \ l ii-bei.tnn .-.". The Series A ncbei:'.ures v. ill be issued under and Fcnm'd by a Tn..-i i;.. l'-. in.-., .mija lir-t l ).-..-t! ,i! l \ \ j -otl.ec Mon^a^e and I'lcd^e O'ereinaftc*- coliec'ively reicrred to as the " I'm- 1 ti.dctiiii."' 1 " i e, ic 1 1 to la- dai-'d .,s of April 1 , 196.1 and lo lie entered in lo between the Com- j. i;;\ aii-t ( '. n io l'i : i....nr'!t 'I'l'ruuto C,(-i,'T;'.i Ti u.-l Compnnv. as Trustee.

Scri'- l vs will" In. dated A])ril l, 106.V 'J he Serial Debeiitiires will mature as to 5.',nii!t.iMiii pi. i. .., pal airnii.it on (")ctfl-er 1 in tach of the ..ears 1965 to 1968 inclusive, and will bear iniert-; at t!"- ' v.e o ', per annum from April l, 1963 paviblr lialf-yearlv on Aftril l and October l in e. nli -ear l !:e l''.md Dcbcniures will mature on Apiil I, 1 ()M and will bear intereFt at the rate i-! 5 ''i',' per i'in Ajiril l, 1963 payable haK-ye.irb. on April l and October l in each year. . ii . d IV e' bc redeemable at (he opiion o! the Company in whole at any time or in part Jioni t:a.i lo rme on a M 1 han 30 days nut ice at (he principal amount thereof phi- accrued and unpaid ir.U rest 'o ;he d ile !i\ed for ledemptinn pins a premimi; of l' , ol silt h princip d anion.'l up to and includ ing Oc'obet 1, {''MI and liiereaftei pi'js a premium of ' i of l', of such prim ipal amount; provided that no Seri.d Debenture of any miturity may b' redeemed unless all of the outstanding Serial Debentures r,i thai maturity and of every later maturity then f '.((standing an- redeemed or mature on the sime date. "•'likinn Fuml l le 1 " mures v ill be redeemable, othci wise than out of sinking fund moneys and by tin, application T.tier certain circumstance-, of l lie proceed'* of the sale of certain nssels, .'l 'he opiiu.i of the Company in w In J.' at any lime or in pan Iron' time lo time on not les.i 11. an 3U days notice a l the principal c. "lount t h ei col plus accrued a i,i i mi pa ;d m t ere s i MI the dale li \ed l "i redemption phis a piemium of 5.75^0 fif sadi principal amount to and including April l, 196-1, thereafter sncli piemium to decrease progressively In- ,3il o i l' i in April ?, l ''f"-i and on each '.'UYi eding April 2 i o and MI: l tiding April 2 , l ^M a i d b\- .35 of l' , .'ii Apr.l 2. l "S.', oa an i after wlucii d.Ut '.tie Sinking Fund IVhi:inres will be ivdeemable without pn miiim. v i::l.i'ic Fund Ddx'i.iur .^ w ill bo reviern.able out of sinking fur.d moneys "uv| b; i lie applical! MI under certain circnm.-'V.M i r '.l i he tuoccc.i- of the sa'e of certain asset* at l lie princiti -.l .iinMint thticof plus i to t lie date livd j'or redemption. •e.;on.;;. no S rii ' A Deb'-miire shall IK-ic'lcemed op oi in T-iie Anrii l, l (| iS o:i i-l iled r'lin ' a : upc.Mtion i'V lin- application, dircriiv or i'-.dirivt h ol 1 - -' w ;t l: -1'- ; i o;,i r, 11 i. i;; ha' i r i; ,," Interest i 11-1 lo t lie Cm: pa i. y of less than ('..1C --.i'!,' 1 ., 1-11:11; l )d".-n.iiii'\\iil be ml' 'i.u i!. otherwise i !i..n oni ol f.ii;!.iir.,' fund tiiuh i i e; t.I'n i ::i i.i'i-t u.ces of ilic proce"ds o| (lie sale ct ccrlam ;i;"'fls. .tines .'ie o'ltsi Hill ,'ij; unless all '.l;i- outstanding Serial DiMjc'iture.s are

u ' ! ' . 11 . a:ii in 11,c ! i ,:.-i linle'i''ire (o ; i; lo tlie Triisle'- b\ ' ay of a binkinu fund ::.ii i 'i ' ":iMi;.-s oroiMii.- s'lli'i .en' to rein e i i i .''MiO.OOu piincipal amount of Sinking !.|-:i! i'lt •a l L !o ; -i l i:; i-.id. o. sue \c.,:.s I'-dS H. I'K.s, both inclusive, (ii) S2,Ot)0,tlU() principal 1-1 ."-i: l ii. -. .-niun-s on Ut cil'i-r 1 in eadi oi M. \-iars 1969 lo I'l/S, lioih indusi\'.v , and (m (lo,'Ki 1 1 ; i'... :ii ol Sin'.-in.: Fund I vbcnuncy l in each ol the years 1979 to l-;. i 'i .t h inc'u--\ i l Ci.inpa!i'. \sill !i.i'.i- :lit- tii;ht lo pur'iiase Serial Dei'ciitu;c.- or Sinking l-'und Debentures in the ii 1 .ii i. ; i s i'\- pi : '. .itr c 'i'.: i .-i ' .ii price; not e xcn-diiu; the redcrip' ion price in eiTei l a l the lime of purchase in it i \ o t N i: ! l lc!'e;::'i:i -s or, .ii the case m.iV be, Sinking I'mid Debentures if redeemed otherwise t!,...... i .'l sii'kii ., "n:d pio:ie\ -, |.!us ,ui ri:ed inleres! ami ii sts '.i pun Iiase. Ail Sinking l : und Debentures pvr, i-cij oi ii-i!i i-nn-d ir.xiept Sinkiin. l-'und Dcbeniines pmdia:-ed (.ir redeemed out of sinking fund f. oil: - .ri ! from t lie proi i.-c. i.- of the si le of cer..;in assets) shall, noiu illisianding the cancellation iheieof, l-c ..l nl.il'le (o lin C(,nip.iii\ as a sinking Imitl credit which .;l lae election ol the Company may he aj.piY i lin lin- e\H'i;t not i heretofore ap.pli(d) in ana/unls of SMii! and multiples thereof in satisfaction li; v. hole or h 11,in of rei|iiired sinking fund payments pa\'ab'r. (hereafter. Tlu Company may elect on or bcfon. .V.ijjiM 15 iii any of the years 1965 to 19^2 inclusive to ajiply a specified amount of Sinking Fund Deiivi. 1.1 res lormin;; such ciedil in satisfaclio:. in wiiole or in pail o,r the sinking fund payment rci|ui'fd to bc r.i.ide pno; '.o October l uf such year and the Compa'iv will be icquired to pav into such sinking fund prior to Ocit.ber l of such year the sum in cash required to retire on that dale S500,0(JU principal amoii. i ol "sink;MI, Fund l lebentUM 1 :; if such )car is one of the ve.ns 1965 \i 1 968 inclusive or S2,000,000 |-,ttiidpa! amount of Sinking I'und Debenttiivs if such year is one cf the years 1969 to 197^ inclusive Of i..',*!'!" IHK) ;i ,u,'h ; car i^ o;u- of 11-c years l l '7'J lo l "S 2 inclusi\ c, h .-^ a principal amount of Sinking I'und D'. 'I'ci.H'i't's e. p; i' lo the j : i ni ipal amouni o! Sinking Fund l 'i l "'Mi ares so applii'd, Such cavil paid to the Tun-tec i. to b. applied lo tne ictiremcnt ol Sinking l-'nnil Dcb'-Miius |.v (.ail for redemption on October 3 of sti.-i: \.-.u ..; tlii.' siiikin,.1. fund redemption price, except that .-'idi i-,,li need not be made if the moneys in tlie ^inking funi! and required to be paid into the .-imVnn fund -V 'l ,; l!MI are kvb than J)S?),OOU an:l in ?iic(i I'ase f.iii' i-iojuAs m.iv be u*(d by (ho Tr'isii-e i;: the I'c.niiave for cancellati(;ii of Sinking Fund IMn'iiiiitvii al -i p'i'V noi evcecvlih^ tile I'.deinplioii p; ice appli.'iole at i in- time '-f purchase m respect of Sinking l iind Deovr.aiies redeem* d otherwise than out of hinkia,; find nione;..-, phlh iucrili-d inlercM aiul {-I."-MS of ivtuvij.i'i'.

20 ^tiy/,: w The Serial Debentures Series A are not available for public subscription and nrc being sold to certain purchasers at a price of 100.36 per S100 principal amount of said Serial Debentures Series A and accrued interest. The price at which the Sinking Fund Debentures Series A are being offered is set out on the facing page of this Prospectus to which reference is hereby made. Reference is made to pages 10 to 14, inclusive, of this Prospectus for further details concerning the Series A Debentures, including the security to be created for such Debentures and certain covenants, provisions and definitions to be contained in the Trust Indenfire. No securities of the Company have been offered for'public suhscrption within the two years preceding the d;'tc hereof. 13. T^c estimated net proceeds to be derived from the issue and sale by the Company of the Series A Debentures on the basis of the same being fully taken up and paid for are 848,148,800. Legal, auditing and other expenses in connection with the issue will be paid out of the general funds of the Companv. 14. Part of the proceeds of the issue of the Series A Debentures will be used to retire the bank loan of S30.000.000 referred to in paragraph 9 of thr statutory information. The balance of such proceeds, together with sufficient other funds of the Company, will be used to defray the cash portion of the purchase price to be paid by t he Company to Atlas Steels Companv Limited on the purchase of the assets of that company '.s described in paragraph 20 of this statutory information, which will in turn be used by Atlas Steels (.'ompany ..iinited f- r the redemption of the 820,000,001! principal amount of First Mortgage Bonds of Atlas Steels Limited refened to in said paragraph 20. There is no provision for the holding in trust of the proceeds from the sale ol the Series A Debentures pending or subject lo the fulfilment of any conditions. 15. By agreement (iated March IS, 1963 the Companv agreed to sell to Nesbitt, Thomson and Company, Limited and Nesbitt, Thomson and Companv, Limited agreed to purchase from the Company the 850,000,000 principal amount of Series A Debentures for a total purchase price of 848,148,800 and accrued interest payable, in cash against delivery of the said Series A Debentures on or alxnit April 4, 1963 subject lo the terms and conditions set out in said agreement .nd compliance with the necessar\ legal formalities. 16. The by-laws of the Companv contain the lollowing provisions for the remuneration of directors: "The remuneration to be paid to the directors shall be such as the board of directors shall from lime to lime determine and such remuneration shall be either by a fixed sum or by a percentage of profits and may be in addition to the salary paid to any officer of the ( ompany who is also a member of the board of directors. The directors may also by resolution award special remuneration to any director undertaking any special service on the Company's behalf other than the routine work ordinarily required of a director by the Companv and confirmation of any such resolution or resolu tions by the shareholders shall not be required. The directors shall also be entitled to be paid their travelling and other expenses properly incur .cd by them in connection wit i. the affairs of the Company. A director, notwithstanding that lie is a director, may receive commission lor selling shares or securities of the Companv or for subscribing for or underwriting shares or securities of the (.'ompany." 17. The aggregate remuneration paid by the Companv to directors of the Companv as such during the last financial year of the Companv ended December 31, l'K*2 w.is 825,90", and the estimated aggregate of such remuneration paid or pay 'ble during the current financial year is 838,200. The aggregate remuner ation paid by the Companv lo otticers of the Company as such who individually received or are entitled to receive remuneration in excess of 810,OHO per annum during the financial year ended December 31, 1962 was SI 72,167, and the estimated aggregate ol such remuneration p.ivable during the current financial year is 5293,659, which remuneration may be paid either by the Companv or Atlas Steels Company Limited. 18. No commission has been paid within toe two years preceding the date hereof or is now payable by the Company for subscribing or agreeing to subscribe or procuring or agreeing lo procure subscriptions for any shares in or obligations of the Companv. kcfererx-' is made 'o paragraph 15 of this statu'ory information for the price at which the Series A Debenture.-* are being sold by the Companv. 19. The Companv has been carrying on business for more than one year. 20. The ('ompany entered into an agreement i hereinafter referred to as the "Purchase Agreement") dated as of December 27, 19o2 with Atlas Steels Limit--' (hereinafter referred to as "Atlas") pursuant to which Alias sold to Atlas Steels Comnany Limited (hereinafter referred to as ilw "New Companv") as at the close of business on December 31, 1902 all of the assets, property and business which Atlas then had (including the proceeds received since that date on the exercise of existing employee slock options) fora consideration of 854,573,864 and the assumption by the New Company of substantially all of the liabilities of Atlas including First Mortgage Bonds of Alias in the principal amount of 520,000,000. The aforesaid considerati m of 854,573,864 was satisfied by the issue to Atlas of 70,000 shares of the New Company and a si' 1 irdinated promissorv note of th- New ('ompany in the principal amount of 844,573,864. Of the s-'tid p'.-Jiase price 810.000,000 was allocated under the Purchase Agreement to the purchase of goodwill and trad' marks and 89,275,123 was allocated to know-how, formulae and contracts. Following this trans action the Company purchased from Atlas 70,003 shares in the capital of the New Company (being all of the issued and outstanding shares) and the said promissorv note for a total cash consideration of 854,573,- 864, ol which 830,000,000 was borrowed from a Canadian chartered bank to satisfy in part the purchase price for the promissorv note and the balance of the purchase price for the promissory note and the pur chase price for the shares was paid from the general funds of the Company. I'nder the Purchase Agreement the Company agreed to assume and be responsible for all liabilities of Atlas (including liabilities for taxes, if any) which may result from or arise out of the sale by Atlas to the New Companv of the assets, property and business above referred to and the sale by Atlas to the Companv of the said shares and the said promissory note of the New Companv and to indemnify and save harmless Atlas from and against all debts, obligations and liabilities (absolute, contingent or otherwise but subject to certain exceptions) of Atlas existing at the date of the cloying of the said sales or arising out of any act, default or omission of Atlas up to the said date. The Company also guaranteed the obligations of the New Company in respect of the First Mortgage Bonds of Atlas. Atlas agreed i:i the Purchase Agreement to take appropriate steps :ft to change its corporate name. As a result of the foregoin,, transactions the New Company is now a wholly-owned subsidiary of the Company. Prior to 01 contemporaneously with the issue of the Series A Debentures th Company will acquire all of the assets (except goodwill, trade marks and trade names and certain contracts and accounts receivable) of the New Company for a consideration to bc satisfied by the payment in cash of a sum sufficient to enable the New Company to redeem the First Mortgage Bonds of Alias and th* balance by the reduction of the subordinated promissory note o* the New Company held by the Coinpa.iy, i 21 After the Company acquires die assets of the New Company, the New Company will service company a'nl it or d i" ( 'ompany will continue as n have in its cmplnv ;dl persons re(|iiired for l'1 " conduct of the "Atlas" business. Tin.1 u-e u! the n.iine ".'''as" together thcrewilh, wilh lin: f.oodwill and trade inarks associated will d. cunMmied in li" opt r.ilio,i i. f ilic bii^im '.-.. The Company agreement wuh li t proposes lo eiil-'r inlo an "pany tind'T which du- New Comp.mv will supply necessary operation of d.c -.ice! '':V;-,OM H d'.e Company. services for the 21. Within die two \ i s r* ;.!ecedinv; tlu d i "- ; ,,- of ;:n securities agreed lo of tlu Company have been is.sucd or be '^in-d .o !' !lv o: jiarlly paid uji otherwise than in cash. 22. Kefi leare ,.-i ,".,ii!f to ; ir.icraph 12 of this staf.it,irv information this Profit rill:- i c det.iils and to paces 10 to 14. inclusive, of ol die Serie;- A Debentures and the securily to be pi veil therefor. 2.V No tcrvii c* ! .;\v i.ee;, iv:aicrcd or are to IM- jendem,1 lo the Company that are to bc paid for out the proceeds ^ ii.e :--'.ic ' l die Series A Delnr.'.urrs of or have been within the two years preceding the d.ite I.eiiol (.r a:* lo i.e ;-.n! for by yecuiiites of the Company. 2-1. Nothing l,.i- been ;..i;.i wit!;in the two yt ,ns preceding ,i:.y promoter. ;he date hereof or is intended to be pa id to 2.i. (iiiier tl:.::i i 'Mr u's - a'ere-! n.to in tin- ordinary rour.* - of business into :i;;\ u:aur'..i cia.'r.ict die (.'ompany has not entered v. ;;iii;i di-/ two \e.irs prodding the date hereof other than (i,1 li,e t;; .V:'w riling ...-(Veincm referred lo in paragraph 15; 'ii,1 the l' 1.!' ;i.-'*c AI.I'e":.-r.i lefcired to in paragraph 20 and various r'c vs.ii v t"" agreements and assignments ny out the transactions (- nteniplated by die Purchase Agreement; "i '. - ,.. ie-Me;.t '..ii .1 ...x ,ii March 15, 10(1.1 between die New Company \ ii.ii i.: l''i tin. and the Company pro- pu r i ha se by (he Co;) i j i, n 11.- of cert ail. assets of die New Company; • iv; d'',' .vi'. ;,.ti;t IiiW'.'rii i'iu* Kio 'l into Mii:iii[: '..oiiipany l nit" li of Canada Limited, the Company, .':ii./s Cii;uh Limited arul Kii, Ti.ito Canadian F.xpl Tat'ori pa ra ./.r " ii * 1' licreoi Limited referred lo in ami various atjieenn.iits and a^i^nmcnt? ni-ccssary to lr..n-:,u-'i":;s COM*.."ml ite ! by said agreement; carry out the \ d,-.' a.:P - '..-i.t davd i iciiilnT .^!, l f'(d between the (."onjian\- and Tinfo Holdings Canada ,;f ;:ii:(Mnicd bv a^ici.-meni dated Limited November 17, J f)61 pursuant to which the Company granted ai: opii'in to Tn.to Holdings Canada Limited to purcliasc < o mpii.v i(!0,000 shares in the capital of the it a price ol SO,20 per share which option has since been rxerciscd; the IV -i ' •m ai:ce Pond Indenture referred to in paragraph 9 of this d. i u'i ' statutory information; ;.in;s d,s'e,l August 21*, 1 962 and November -'O, 1062 re-pectively •nd i-i'.!' ;a lo for between du-Company the sale by the Company of UjO^ in uranium-bearing concentrates; the .vre i.sent dated October .^, 1062 between the Compajiy and Canadian Industries Limited i i'o\ uli'i^, (or the pu i c h.i se by die Company of its requirements .'1. of sulphuric arid tin til December ! l'il lor its own use .md consumption al its present mills and acquired or otherwise any mill hereafter constructed, controlled by the Company in (he area of Klliot Lake, Ontario; 'i\' the asieenH'iit d.iii.i October 15, 1062 between the Companx lerminaii;,.', and Canadian Industries Limited a prior .^^reeinent for die supply of sulphuric acid to the '\' ('ompany; the .ui'ement dated October 5, 1062 between the Company lermiiiatinn and Nuranda Mines Limited prior a^reunents for die supply of sulplurii; acid b\' Noranda the ( uri.pai:)'; and Mines Limited to i\if the .i^rceiiien? dated January 28. 196.* between the Company and Philipp Brothers for the purchase b\ Philijip Brothers of the entire output of o| '.,'ie ('oiiipai:y. coppvr c-incenlrates from the Paler mine Cojiies ni d 1." si'd ivintrac's and, when eniered into, the Trust Indenture and be dated as of March ,'l, 1^6;? (he service agreement to between the New ('ompany and tne Company may bc inspected I'e.id "ifjcc o! du- ('nn:p.;ii\, ,?.*5 Hay Si at the reel, Toronto, Ontario during ordinary business hours during the tvnrt-r of pii-iivy i!i^ni!;iition of th- Seiies A Debentures. 26. A~i se! out n. i ar.^r.ip'i 20 the Company proposes to acquire certain of the assets of the which is a w'lolly-owmd subsidiary of New Company the Company. Messrs. De Young, Duncan, Gillanders, Malone, Lapi'inU, k ill'.-;., Sniiih. Thoin.is and Winters, directors Ciimpaii\. of die Company, arc directors of the New The New Company .ici|iiired all the a?sets, projter'^' aad L.ipoinie, Ruiiev business of Atlas. Messrs. De Young, d,i Thorn as, direttors of the New Company and the Company, l!\ri p: .is si.'ii ! ii: diiv pai.i.ii are directors of Atlas. ipli 26, thi ' 'ompany dues not at diis time propose lo acquire in which any o ; u lor has .m lateiesi. any properly 27. The Comj ,.:'y has been varryiiik; on business for more than three years. The Company has acquired all of lin- issued am! outstanding siiares of the New Company IvoJ anil on I'cbruary which was incorporated on November l, 28, 1063 acquired all the assets, property and business of Atlas hiisiniss on December ol. 1062. The as ut the close of Company proj)Oses to acquire the businesses carried on by the companies sel out below by the acquisition from the New Company companies refened to and of shares of said companies. The the length of time they have been carrying on business are as follows: PecenUgt of Out- Name (landing thtrtt to Length of time be. owned Ctrrif J on ' Alias Tilanitim Limited...... ,. ., . ., . . , ...... Atlas Sciiijzimir Limited more than three years , ...... more than Alloy Metal Sales Limited...... , ...... three years Accromex-Atlas, ...... more than three years S.A. 99.9^ Atlcs Sleds fKnKlaiid) Limited more than three years .:- Alias Steels (Australia) Pty. Ltd... more than three years Atlas Storis (July) S.p.A... since June, 1962 Aricrs Atlas S.A. since July, 1960 not commenced business V- Alias Siccls (Nedeilandf) N.V...... ,.... . 'Atlas Steels S.A.V since November, ^61 since July, w-'\ •Shares owned by Atlas Steels (NederJand*) N.V. 1962 i Atlas Cilsoii Steels S.A...... ,.. Ciilson S.A. in liquidation more than three years 28. No securities of the same class as those offered by this Prospectus are held in escrow. 29. (aj By agreement macle as of September 26, 1961 between The Rio Tinto Mining Company of Canada Limited (hereinafter referred to as "Rio Canada"), the Company, Tinto Holdings Canada Limited (tinder its then name Tinto Moldings Limited and hereinafter referred to as "Tinto Holdings") and Rio Tinto Canadian Exploration Limited (hereinafter referred to as "Riocancx"), the Company purchased from Rio Canada for a purchase priro of S5,500,000 all right, title and interest of Rio Canada in the entire exploration and development programme of Rio Canada and in particular without limiting the generality of the forcg"ing all the right, title, interest and benefit of Rio Canada in, to and under all projects and agreements comprised in said exploration and development program and the right, title and interest of Rio Canada in and to the mining claims, leases, concessions, options and other proprietary rights comprised therein. The Company also acquired under the said agreement and for the same con sideration all shares in t IK- capital stock of the following companies then owned by Rio Canada and all indebtedness of said companies to Rio Canada, namely, Anglo-Rouyri Mines Limited, Brunswick Mining and Smelthg Corporation Limited, Horn Gaspe Mines Limited. Oceanic Iron Ore of Canada Limited, Pidgcon Molybdenum Mines Limited, Riocanex, Rio Tinto |Jo\v Limited. Rix-Alhabasca Uranium Mines Limited, Tinto Iron Mines Limited (now Kagle Rock Iron Mines Limited/, Rio Tinto Management Services Limited and Mobnin Copper Limited. The Company has disposed of some of these shares in the ordinary course of its business and disposed of certain of the shares in Tinto Iron Mines Limited pursuant to contractual obligations. Under the said agreement the Company also acquired from Rio Canada for a purchase price of SI,566,000 nil shares owned by Rio Canada in the capital of 1'alabora Moldings Limited, Rio Tinto (Rhodesia) Limited, and Rio Tinto Sandawana Limited (formerly Rio Tinto (Northern Rhodesia) Limited), The said agreement further provided that Tinto Holdings would at any time on or before October 31, 1902 (extended by amendment 'o October 31, 1963) at the written request of the Company purchase from the Company all of the shares of Pahbora Mo'dings Limited, Rio Tinto (Rhodesia) Limited and Rio Tinto Sandawana Limited purchased by the Company under the said agreement at the price of SI,566,000 together with such additional amount, if any, as may have been expended by the Company in the acquisition of shares or debt securities of any of said companies or which may have been advanced to any of said companies by the Company. The Company has agreed that until October 31, 1963 it will not sell, transfer or otherwise dispose of any shares or debt securities of said three com panies without the written permission of Tinto Holdings. (b) By the agreement made as of September 26, 1961 referred to in sub-paragraph (a) above Tinto Moldings covenanted and agreed with the Company that for a period of 15 years from October 31, 1961 neither it nor The Rio Tinto Company, Limited (.hereinafter referred to as "Rio London") would wi thout prior written approval of the Company directly or indirectly engage in any business activities of any kind whatsoever in Canada and th .t Tinio Holdings and Rio London would refer to the Company all business oppoi umi'.ies in Canada whkii come lo their knowledge. It was a condition of the obligation of the Company under the said agreement that Tinto Moldings would on October 31, 1961 deliver to the Company a covenant in writing in favour oi the Company by Rio London substantially in the terms above set out. On October 31, 1961 such written covenant of Rio London was delivered to the Company. By the same agreement the Company covenanted and agreed with Tinto Holdings that for a period of 15 year? from October 31. l "61 it won le f not, without l he prior written approvil of Rio London, directly or indirectly engage in any business activities- of any kind whatsoever in the United " 'tjdom and that it 'vould reler to Rio London all business opportunities in the l.'nited Kingdom whin? , le to its know- lcugc. The Company also covenanted that it would or October 31, I'J61 deliver to Tinto Holdings a covenant in writing in favour of Rio London substantially in the said terms which covenant was duly delivered. Rio London has approved in writing of the ( ompany cng.iging in the steel business in any and all of its branches in the t'niU'd Kingdom and lias n-U-ased the Company from any ;MK! all obligations to refer to it business opportunities in the United Kingdom which ,-ome to the Company's knowledge directly or indirectly in connection with or incidental to the carrying on oi the steel business. (c) The Company lias entered into agreements with Kldorado for the sale of UsO.s in uranium- bearing concentrates and has also entered into agreements with Kldorado to which Preston Mines Limited is a party, particulars of which are given under the heading "Government Uranium Contracts" on pages 4 and 5 of this Prospectus. (d) Klliott Lake Building Corporation Limited, Milliken Homes Limited, Pannor Building Develop ment Limited and Pronto Homes Limited, wholly-owned subsidiaries of the Company, kvcre incorporated to provide housing in the Klliot Lake and Blind River areas for employees of the Company's uranium mines. These companies built houses and apartments which were sold or rented to employees and whca the Company implemented its program to stretch out uranium deliveries and certain of the Company's mines were closed a large number of houses were repurchased from former employees aiid many apart ments became vacant. The houses repurchased were surrendered to the mortgagees and in turn to Central Mortgage and Housing Corporation, the insurer. There are outstanding agreements by these subsidiaries to repurchase a further 28 houses at KHiot Lake. Mortgage payments on all properties retained by the subsidiaries have been paid to date, but it is anticipated that the larger of two blocks of apartments now held will be transferred to Central Mortgage and Mousing Corporation under arrangements providing for complete release of the Company and its sub sidiaries from any further liability to the mortgagees or Central Mortgage and Mousing Corporation, The smaller apartment block will bc retained by the Company and the mortgage paid off in due course. Actions have been commenced in the Supreme Court of Ontario by Brad Industries Limited and Rolmac Construction Company Limited against three of the four housing companies, the Company and others alleging breach of contract relating to the constructior. of certain houses and claiming tor extras and damages. These actions are still pending. There are no further material facts not disclosed in th'j foregoing. DATED the 19th day of March, 1963. %'j l -i;

23

- it .';; The foregoing constitutes full, true and plain disclosure of all material facts in respect of the offering of nec'irities refened lo above as required by Section 39 of The Securities Act (Ontario), by Part VII oi the Securities Act, 19( ' (British Columbia;, by Section 39 of Tlie Securities Act, 1954 (Saskatchewan), by Section 13 of the Security Frauds Prevention Act (New UruiiFxvii-k), by Part IX of The Securities Act, 1955 (Alberta), and mid* r the Quebec Securities Act, and there is no further material information applic able other than in the financial statement* or icports where required or exigible. Directors

(Signed) KowcKT H. WINTERS JOHN NORMAN VALETTE DUNCAN by his agent authorized in writing (Signed) \V. H. HOUCK (Signed) G. BAKER

(Signed) C. C. CALVIN SAM HARRIS by his agent authorized in writing (Signed) H. GEORGE DE YOUNG (Signed) G. BAKER I .oris AUDET LAI'OINTE (Signed) J. G. EDISON by his agent authorized in writing (Signed) (i. BAKER (Signed) F. G. GARDINER I.i:o MODEL (Signed) li. B. GIU.ANDERS by his agent authorized in writing (Signed) G, MAKER (Signed) W. B. MAI.OSI-: FRANK PKTITO (Signed) JOHN B. Rini.rv by his agent authorized in writing (Signed) (i. BAKER (Signed) SALTER A. HAYOEN JOHN HERBERT SMITH Wll.l.lAM ANVrkrrilKU ARIH'CKLE by his agent authorized in writing by his ;:i;ent authorised in writing (Signed) G. BAKER (Signed) d . BAKER \VH.LI.\M ALFRED THOMAS HENRY B OKIM.N by his agent authorized in writing bv !iii agt-nt .nithori.Tii in \\riting (Signed) i,. BAKER (Sinned* Ci. H AKI i: KnNAi.D MARK Ci M.IKFE TURNER bv his .igcnt authorized in writing (S.giu'd) ( ''. B u'l K k.iv WIM.IAM WRIGHT by his agent authorized in writing (Signed) G. BAKER

To the best of our knowledge, information and belief, the foregoing constitutes full, true and plain disclosure of all inateiial fads in respect uf the oflering of securities referred to above as required by Section .19 of The Securities Act (Ontario), by Part VII of the Securities Act, 1962 (British Columbia), by Section 3V of The Securities Act, 1954 (Saskatchewan), by Section 13 of the Security Frauds Prevention Act (New Brunswick), by Part IX of The Securities Act, 1955 (Alberta), and under the Quebec Securities Act, and there is no further material information applicable other than in the financial atatemenU or reports where required or exigible. In respect of matters which are not within our knowledge, we have relied upon the accuracy and adequacy of the foregoing. Underwriters NESBITT, THOMSON AND COMPANY, LIMITED By: (Signed) J. IAN CROOKSTON

Tlie following are the name* of every pereon having an interest cither directly or indirectly to the extent of not less than 5^ in the capital of Nesbitt, Thomson and Company, Limited: A. D. Nesbitt, ,). I. Crookston, J. R. Oborne, H. E. Murray and N. R. Calder. m.p" A-:., Iff/'-

' 24

:- : . ': : ;' ^ .''-.; v;/:' ..jj - '•s ' m?M INTER-OFFICE MEMORANDUM

SUCKLE548 BUCKLES 900 FROM Franc. R. Joubin TO R.C. Hart DATE January 19th, 1955. COPY TO S. Holmes COPY TO D, Agar- COPY TO R. Rice File

Attached please, rind a r. interesting petrographic description of /-:ck specimens from the Quirke property. At the top 01' o ..eh sheet the rock is called by the field name in common us:;,.;e. Towards the end of each descriptive page the petrographer uses the academically correct expression. I am not suggesting that we convert to the academic usage since it might just spell confusion, but at the same tirr.e, we should know how wrong we are when we use the commoner terms.

FRJ/mk Encl. Franc. R. Joubin

NOT TO BE REMOVED FROM THE OFFICE OF THE RESIDENT GEOLOGIST, ONT. DEPT. OF MINE*

SAULT STE. MARIE, ONT. Mgom 22-^-2 7 Riufinto

June 22, 1970.

\ : :-- r~ T-.. Atomic Energy Control Board, P.O. Box 1046, Ottawa, Canada.

ATTENTION : MR. E. M . NOLAN, "SENIOR ADMINISTRATIVE OFFICER Dear Sirs:

Re; Exploration Permit MX 18/68.

In response to your letter dated June 18, 1970 we wish

to report that no work was done in the Permit Area during 1969.

Yours very truly,

RIO TINTO CANADIAN EXPLORATION LIMITED

J. S. Turnbull, Secretary, ' DJC/mm cc R. C. Hart D. J. Gervais

1060

RIO TINTO CANADIAN EXPLORATIN LIMITED 120 ADELAIDE . . . ,. STREET WEST TORONTO 1 CANADA^^T", .-l, i- . : i". .- ..- ' , ,,"' '..': /*t*t U;*,..-•:':''-'.,' .,V"S - '**rf *v AnV CABLE©RIOCANtX© - ' ' ' TEIEPHQNE 367-4000 ' C T E D E G;I St.-.T B , /•••"' ,^ COMMISSION DE'-"^ \.;,^-vA CONTROL BOARD CONtROLE DE L©ENERGIE ATOMIQUE;, ^?M*" ••: ' ' "*' w*

-. ' -4-..'."j,:- : OTTAWA.^CANADA'- -- ,--.'*,- 1 '"i - "- i- j OTTAWA, CANADA ':-'v •-.^.^•^'^.-' ••: •' V" ,''".V- 22-R-2?

June 29* 1970

Mr. J.S. Turnbull, Secretary* Rio Algon Mines Limited, 120 Adelaide Street Vest, Toronto, Ontario. Dear Sir: t This will acknowledge and thank you for your letter of June 22 giving a Nil report of work carried cut during 1969 under Exploration Permit MX 16/66. Tours very truly,

/^ B.M. Nolan, Senior Administrative Officer.

cot Mr. O.K. Quillet - Ontario Department of Mines (with copy of report)

A,j

•'-••- - "' - ^'-'-' - '' : R E S j C T JF ^^^^^iS^^^tj-A a -t\ COMMISSION DE ^ ; ENERGY CONTROL BOARD CONTR6LE DE L'ENERGIE ATOMIQUE •* r.o. BOX tou CAM POSTALK IMt; - '~ ' -,^ OTTAWA, CANADA OTTAWA, CANADA 22-R-27 mi NO. DOMItH..

June 29, 1970

|:. ! )i; .-.:..' ;!U^ [l i S Mr. J.S. Turnbull, ' "' A j ' ' -'^ Secretary, Rio Tinto Canadian Exploration Limited, - i.! ; 120 Adelaide Street West, \ , , ,. Toronto, Ontario. Dear Sir: This will acknowledge and thank you for your letter of June 22 giving a Nil report of work carried out during 1969 under Exploration Permit MX 1^/68. Tours very truly.

/

E.M. Nolan, Senior Administrative Officer. /Is

cc: Mr. O.K. Quillet Ontario Department of Mines (with copy of report)

,-:''-'::vX. "' m-':'--x x: ci^—' Y ^^ I ^f ^j * Jt * ^j

R Algom T* RioTinto

June 22, 1970.

Atomic Energy Control Board, P.O. Box 1046, Ottawa, Canada.

ATTENTIQN:.,MR..E.M., NOLAN, .,. . - SENIOR ADMINISTRATIVE OFFICER

Dear Sirs:

Re; Exploration Permit MX 16/68.

In response to your letter dated June 18, 1970 we wirh

to report that no work was done in the Permit Area during 1969.

Yours very truly,

RIO ALGOM MINES LIMITED

J. S. Turnbull, Assistant Secretary,

DJC/mm cc R. C. Hart D. J. Gervais

RIO ALCOM MINES LIMITED 120 ADELAIDE STREET'WEit TORONTO 110 CANADA -'*^^^.^ y.y y^'Z-S&M®

ONE INCH* 100 FEET

TROPARI SURVEY

AST BEARING

N86 0 W N45 C W N l O 0 W SAND SILT DUE NORTH BOULDERS GRAVEL

LEGEND

CONGLOMERATE

POOR CONGLOMERATE

QUARTZ ITE,PEBBLES,PYRITE

QUARTZITE, PYRITE

PEBBLY QUARTZITE

•;. ;.j QUARTZITE

QUARTZITE

CONGLOMERATE

QUARTZITE

GREYWACKE 8 ARGILLITE QUARTZITE BASAL CONGLOMERATE RIO ALGOM MINES LTD. STUDY GROUP ELLIOT LAKE LOCATION BLOCK "K" LATITUDE: 5,68400 DEPARTURE: 26,017-19 D.D.H. C-20 ELEVATION 3190

CHECKED BY. D.S DWG.NO. C SCALE

ONE INCH'100 FEET

TROPARI SURVEY

N86 0 W N45 e W N I0 0 W SAND SILT DUE NORTH BOULDERS GRAVEL

LEGEND

CONGLOMERATE

POOR CONGLOMERATE

QUARTZITE,PEBBLES,PYRITE

QUARTZITE,PYRITE

PEBBLY QUARTZITE

QUARTZITE

bREYWACKE a ARGILLITE QUARTZITE

fai^^^